Common use of Merger Sub Clause in Contracts

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.

Appears in 4 contracts

Sources: Merger Agreement (Medplus Inc /Oh/), Merger Agreement (Medplus Inc /Oh/), Merger Agreement (Medplus Inc /Oh/)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of Parent. Since its date of incorporation, was formed solely for Merger Sub has not carried on any business nor conducted any operations other than the purpose execution of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 4 contracts

Sources: Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc), Merger Agreement

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 4 contracts

Sources: Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (KI NutriCare, Inc.)

Merger Sub. Merger Sub is a directan indirect, wholly owned subsidiary Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation, Merger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 4 contracts

Sources: Merger Agreement, Merger Agreement (Audentes Therapeutics, Inc.), Merger Agreement (Ocata Therapeutics, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation, Merger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 3 contracts

Sources: Merger Agreement (Harpoon Therapeutics, Inc.), Merger Agreement (Pandion Therapeutics, Inc.), Merger Agreement (Arqule Inc)

Merger Sub. Merger Sub is a directnewly organized limited liability company, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, Transactions. Merger Sub has not engaged in no other any business activities and has or conducted its any operations only as contemplated by this Agreementother than in connection with the Transactions. Merger Sub is a wholly owned Subsidiary of Parent.

Appears in 3 contracts

Sources: Merger Agreement (Nordhagen Arlen Dale), Merger Agreement (Nordhagen Arlen Dale), Merger Agreement (National Storage Affiliates Trust)

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations and has not incurred, and will not incur, any material liability, except in each case the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Seattle Genetics Inc /Wa), Merger Agreement (Cascadian Therapeutics, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, was Parent formed solely for the purpose purposes of engaging in effecting the transactions contemplated by this AgreementMerger. There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of Merger Sub. Merger Sub owns no assets, has engaged in no other business activities Liabilities and has conducted its operations only as contemplated by this Agreementno activities other than those necessary to effectuate the Merger.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Emc Corp), Merger Agreement (Vmware, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation, Merger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 3 contracts

Sources: Merger Agreement (SGX Pharmaceuticals, Inc.), Merger Agreement (Iomai Corp), Merger Agreement (Energy Conversion Devices Inc)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, . Merger Sub was formed solely for the purpose of engaging in specifically to consummate the transactions contemplated by this Agreement, has engaged in no other business activities Agreement and has conducted no operations and incurred no obligation or liabilities other than in connection with its operations only as formation and the transactions contemplated by this Agreementhereby.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Anika Therapeutics, Inc.), Agreement and Plan of Merger (Anika Therapeutics, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent. Prior to the Effective Time, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has Merger Sub will not have engaged in no other any material business activities and has conducted its operations only will have no material liabilities or obligations other than as contemplated by this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Evans Hugh D), Merger Agreement (Anaren Inc)

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary of Parent, Parent and was formed solely for the purpose of engaging in the transactions contemplated by hereby. Other than its liabilities and obligations arising under or in connection with this Agreement, the Financing and the transactions contemplated hereby and thereby, Merger Sub has no liabilities or obligations of any kind, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreementhereby.

Appears in 2 contracts

Sources: Merger Agreement (Jarden Corp), Merger Agreement (K2 Inc)

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary of Parent, was Parent formed solely for the purpose of engaging in effecting the transactions contemplated by this AgreementMerger, has engaged in no other business activities and has conducted its operations only no other material activity and has incurred no other material Liability or obligation other than as contemplated by this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Pacific Ethanol, Inc.), Merger Agreement (Kratos Defense & Security Solutions, Inc.)

Merger Sub. Once formed, Merger Sub is will be a direct, wholly owned subsidiary Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by this AgreementMerger. From and following the date of its incorporation through the Effective Time, has engaged in no Merger Sub will not carry on any business or conduct any operations other business activities than the execution of the Merger Sub Joinder, the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 2 contracts

Sources: Merger Agreement (Meredith Corp), Merger Agreement (IAC/InterActiveCorp)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent. Since its date of incorporation, was formed solely for Merger Sub has not carried on any business nor conducted any operations other than the purpose execution of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 2 contracts

Sources: Merger Agreement (Arch Capital Group Ltd.), Merger Agreement (Watford Holdings Ltd.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary direct or indirect Subsidiary of ParentAcquiror. Since its date of formation, was formed solely for Merger Sub has not carried on any business nor conducted any operations other than the purpose execution of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 2 contracts

Sources: Merger Agreement (Kellanova), Merger Agreement (Heska Corp)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 2 contracts

Sources: Merger Agreement (Dusa Pharmaceuticals Inc), Merger Agreement (Inspire Pharmaceuticals Inc)

Merger Sub. Merger Sub is a directwholly owned, wholly owned direct subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried on, and will not carry on, any business or conduct any operations and has not incurred, and will not incur, any material liability, except in each case in connection with the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 2 contracts

Sources: Merger Agreement (Insight Enterprises Inc), Merger Agreement (Datalink Corp)

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by First Company Merger. Since the date of its incorporation and prior to the First Effective Time, Merger Sub has not engaged in any activities other than the execution of this Agreement, has engaged in the performance of its obligations hereunder, and matters ancillary thereto, and prior to the First Effective Time will have no assets, liabilities or obligations of any nature other business activities than those incident to its formation and has conducted its operations only as contemplated by pursuant to this AgreementAgreement and the First Company Merger.

Appears in 2 contracts

Sources: Merger Agreement (Civitas Resources, Inc.), Merger Agreement (SM Energy Co)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Merger. Since the date of its incorporation, Merger Sub has not carried, and prior to the Effective Time will not carry, on any business or conduct any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Nexstar Media Group, Inc.), Agreement and Plan of Merger (Tribune Media Co)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for and is managed by the purpose Managers. Since its date of engaging in formation, Merger Sub has not carried on any business nor conducted any operations other than the transactions contemplated by execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 2 contracts

Sources: Merger Agreement (Conversant, Inc.), Merger Agreement (Alliance Data Systems Corp)

Merger Sub. Merger Sub is was formed by Parent or a direct, direct or indirect wholly owned subsidiary Subsidiary of Parent, was formed Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, . Merger Sub has engaged in no other not conducted any business activities prior to the date of this Agreement and has conducted no, and prior to the Effective Time will have no, assets, obligations or liabilities of any nature other than those incident to its operations only as incorporation and the transactions contemplated by this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Middleby Corp), Merger Agreement (Welbilt, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of ParentBuyer and, was formed solely for since the purpose date of engaging in its incorporation, Merger Sub has not carried on any business or conducted any operations other than the transactions execution of this Agreement and other agreements contemplated by this AgreementAgreement to which it is a party, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementthereunder and matters ancillary thereto.

Appears in 2 contracts

Sources: Agreement and Plan of Merger, Merger Agreement (Amag Pharmaceuticals Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent, was Parent formed solely for the purpose purposes of engaging in effecting the transactions contemplated by this AgreementMerger. There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of Merger Sub. Merger Sub owns no assets, has engaged in no other business activities Liabilities and has conducted its operations only as contemplated by this Agreementno activities other than those necessary to effectuate the Merger and the other Transactions.

Appears in 1 contract

Sources: Merger Agreement (GX Acquisition Corp.)

Merger Sub. Merger Sub is a direct, wholly direct wholly-owned subsidiary of Parent, Parent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged . Except for Liabilities incurred by Merger Sub in no other business activities connection with its incorporation or organization and has conducted its operations only as the transactions contemplated by this Agreement and except for this Agreement, Merger Sub has not incurred, directly or indirectly, through any of its Affiliates, any Liability or engaged in any business activities of any type or kind whatsoever or entered into any agreement or arrangements with any person. Merger Sub has no Subsidiaries.

Appears in 1 contract

Sources: Agreement and Plan of Merger (SFBC International Inc)

Merger Sub. Merger Sub is a direct, an indirect wholly owned subsidiary Subsidiary of Parent. Merger Sub has not conducted any activities other than in connection with its organization, was formed solely for the purpose negotiation and execution of engaging in this Agreement and the consummation of the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreementhereby.

Appears in 1 contract

Sources: Merger Agreement (Polypore International, Inc.)

Merger Sub. Merger Sub is a directan indirect, wholly wholly-owned subsidiary Subsidiary of Parent, . Merger Sub was formed solely specifically for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities Transactions and has conducted its no operations only as contemplated by this Agreementand incurred no obligations other than in connection with the Transactions.

Appears in 1 contract

Sources: Merger Agreement (Cna Surety Corp)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Merger. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Ply Gem Holdings Inc)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent. Since its date of incorporation, was formed solely for Merger Sub has not carried on any business nor conducted any operations other than the purpose execution of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (CAI International, Inc.)

Merger Sub. Merger Sub is a directnewly-formed, wholly wholly-owned indirect subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in holding no assets or liabilities other business activities and has conducted its operations only as contemplated by than those pursuant to this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Cott Corp /Cn/)

Merger Sub. Merger Sub is a directwholly owned, wholly owned subsidiary direct Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations and has not incurred, and will not incur, any material liability, except in each case in connection with the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Surmodics Inc)

Merger Sub. Merger Sub is a direct, wholly wholly-owned indirect subsidiary of Parent. Since its date of incorporation, was formed solely for Merger Sub has not carried on any business nor conducted any operations other than the purpose execution of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Inventure Foods, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary 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.

Appears in 1 contract

Sources: Merger Agreement (Sports Authority Inc /De/)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Since the date of its incorporation, Merger Sub has engaged in no not carried on any business or conducted any operations other business than activities and has conducted its operations only as contemplated by incident to Merger Sub’s formation, the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Avidity Biosciences, Inc.)

Merger Sub. Merger Sub is a direct, an indirect wholly owned subsidiary of Parent. Since its date of incorporation, was formed solely for Merger Sub has neither carried on any business nor conducted any operations other than the purpose execution of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (ExamWorks Group, Inc.)

Merger Sub. Merger Sub is a direct, wholly direct wholly-owned subsidiary of Parent, Parent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged . Except for liabilities incurred by Merger Sub in no other business activities connection with its incorporation or organization and has conducted its operations only as the transactions contemplated by this Agreement and except for this Agreement, Merger Sub has not incurred, directly or indirectly, through any of its Affiliates, any liability or engaged in any business activities of any type or kind whatsoever or entered into any agreement or arrangements with any Person. Merger Sub has no Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Fastentech Inc)

Merger Sub. Merger Sub is a direct, wholly direct wholly-owned subsidiary of Parent, Parent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged . Except for Liabilities incurred by Merger Sub in no other business activities connection with its incorporation or organization and has conducted its operations only as the transactions contemplated by this Agreement and except for this Agreement, Merger Sub has not incurred, directly or indirectly, through any Subsidiary or Affiliate, any Liability or engaged in any business activities of any type or kind whatsoever or entered into any agreement or arrangements with any person. Merger Sub has no Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Amf Bowling Worldwide Inc)

Merger Sub. Merger Sub is a direct, direct or indirect wholly owned subsidiary Subsidiary of Parent formed for the purposes of effecting the Merger. There is no agreement outstanding pursuant to which any Person (other than any wholly-owned Subsidiaries of Parent, was formed solely for the purpose ) has any existing or contingent right to acquire any stock of engaging in the transactions contemplated by this AgreementMerger Sub. Merger Sub owns no assets, has engaged in no other business activities liabilities and has conducted its operations only as contemplated by this Agreementno activities other than those necessary to effectuate the Merger.

Appears in 1 contract

Sources: Merger Agreement (Ritchie Bros Auctioneers Inc)

Merger Sub. Merger Sub is a direct, wholly owned indirect subsidiary of Parent, was Parent formed solely for the purpose purposes of engaging in effecting the transactions contemplated by this AgreementMerger. There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of Merger Sub. Merger Sub owns no assets, has engaged in no other business activities Liabilities and has conducted its operations only as contemplated by this Agreementno activities other than those related to the Merger.

Appears in 1 contract

Sources: Merger Agreement (Nova Measuring Instruments LTD)

Merger Sub. Merger Sub is a direct, wholly direct or indirect wholly-owned subsidiary Subsidiary of Parent. Since its date of incorporation, was formed solely for Merger Sub has not carried on any business nor conducted any operations other than the purpose execution of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Mocon Inc)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Merger. Since the date of its incorporation, Merger Sub has not carried, and prior to the Effective Time will not carry, on any business or conduct any operations other than in connection with the execution of this Agreement, has engaged in no other business activities Agreement and has conducted the Spin-Off Agreements and the performance of its operations only as contemplated by this Agreementobligations hereunder and thereunder and matters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Gray Television Inc)

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary Subsidiary of Parent, . Merger Sub was formed solely specifically for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities hereby and has conducted its no operations only as and incurred no liabilities or obligations other than in connection with the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Sources: Merger Agreement (C&d Technologies Inc)

Merger Sub. Merger Sub is a directan indirect, wholly owned subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Sciele Pharma, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parentthe Buyer and, was formed solely for since the purpose date of engaging in its incorporation, Merger Sub has not carried on any business or conducted any operations other than the transactions execution of this Agreement and other agreements contemplated by this AgreementAgreement to which it is a party, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementthereunder and matters ancillary thereto.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Alkermes Plc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, was Parent formed solely for the purpose purposes of engaging in effecting the transactions contemplated by this AgreementMerger. There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of Merger Sub. Merger Sub owns no assets, has engaged in no other business activities Liabilities and has conducted its operations only as contemplated by this Agreementno activities other than those necessary to effectuate the Merger.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Chart Industries Inc)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations and has not incurred, and will not incur, any material liability, except in each case the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (CoLucid Pharmaceuticals, Inc.)

Merger Sub. Merger Sub is a directan indirect, wholly wholly-owned subsidiary Subsidiary of Parent, . Merger Sub was formed solely specifically for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities Transactions and has conducted its no operations only as contemplated by this Agreementand incurred no obligation other than in connection with the Transactions.

Appears in 1 contract

Sources: Merger Agreement (Odyssey Re Holdings Corp)

Merger Sub. The Merger Sub is a directnewly organized corporation, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Prior to the date hereof, the Merger Sub has not engaged in no other any business activities and has or conducted its any operations only as other than in connection with the transactions contemplated by this Agreement. The Merger Sub is a direct wholly owned Subsidiary of the Purchaser, which is a direct wholly owned subsidiary of the Parent.

Appears in 1 contract

Sources: Merger Agreement (Caci International Inc /De/)

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary Subsidiary of Parent, . Merger Sub was formed solely specifically for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities hereby and has conducted no operations and incurred no liabilities or obligations other than in connection with its operations only as formation and the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Sources: Merger Agreement (Cig Wireless Corp.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, the Acquiror that was formed solely for the purpose of engaging in the transactions contemplated by Merger. Since the date of its incorporation, Merger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Integral Systems Inc /Md/)

Merger Sub. Merger Sub is a direct, wholly direct wholly-owned subsidiary of Parent, Parent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged . Except for liabilities incurred by Merger Sub in no other business activities connection with its incorporation or organization and has conducted its operations only as the transactions contemplated by this Agreement and except for this Agreement, Merger Sub has not incurred, directly or indirectly, through any of its Subsidiaries or Affiliates, any liability or engaged in any business activities of any type or kind whatsoever or entered into any agreement or arrangements with any person. Merger Sub has no Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Airxcel Inc)

Merger Sub. Merger Sub is a direct, direct or indirect wholly owned subsidiary Subsidiary of Parent, Parent that was formed solely for the purpose of engaging in the transactions contemplated by this AgreementTransactions. Prior to the Effective Time, has ▇▇▇▇▇▇ Sub will have engaged in no other business activities and has conducted will have no assets, Liabilities or obligations of any nature other than (i) as expressly contemplated herein or in connection with the Transactions and (ii) Liabilities and obligations incidental to its operations only as formation and the transactions contemplated by this Agreementhereby or thereby and the maintenance of its existence.

Appears in 1 contract

Sources: Merger Agreement (Agile Therapeutics Inc)

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions transaction contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreementhereby. Parent owns beneficially and of record all outstanding capital stock of Merger Sub free and clear of any Liens and no other Person holds any capital stock of Merger Sub nor has any rights to acquire any interest in Merger Sub.

Appears in 1 contract

Sources: Agreement and Plan of Merger (NextWave Wireless Inc.)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary direct or indirect Subsidiary of ParentAcquiror. Since its date of incorporation, was formed solely for Merger Sub has not carried on any business nor conducted any operations other than the purpose execution of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Vca Inc)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary indirect Subsidiary of Parent. Since its date of incorporation, was formed solely for Merger Sub has not carried on any business nor conducted any operations other than the purpose execution and delivery of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities the performance of its obligations hereunder and has conducted its operations only as contemplated by this Agreementmatters ancillary thereto.

Appears in 1 contract

Sources: Merger Agreement (Tumi Holdings, Inc.)

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

Appears in 1 contract

Sources: Merger Agreement (Sciquest Inc)

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent, was Parent formed solely for the purpose purposes of engaging in the transactions contemplated by this Agreementhereby, including effecting the Merger. There is no agreement outstanding pursuant to which any Person (other than Parent) has engaged in no other business activities and any existing or contingent right to acquire any stock of Merger Sub. Merger Sub has conducted its operations only as no activities other than those necessary or appropriate to effectuate the Merger and the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Sources: Merger Agreement (Actua Corp)