Common use of Merger Sub Clause in Contracts

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.

Appears in 16 contracts

Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Premierwest Bancorp), Agreement and Plan of Merger and Reorganization (AGA Medical Holdings, Inc.)

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Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Transactions and has engaged in no business other than in connection with the transactions contemplated by this Agreementactivities incidental thereto. All Either Parent or a wholly owned (direct or indirect) Subsidiary of Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 6 contracts

Samples: Merger Agreement (Swiftmerge Acquisition Corp.), Registration Rights Agreement (CSLM Acquisition Corp.), Merger Agreement (BYTE Acquisition Corp.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Hewlett Packard Co), Voting Agreement (Vanguard Health Systems Inc), Agreement and Plan of Merger (Aruba Networks, Inc.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentVMware.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Pivotal Software, Inc.), Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Dell Technologies Inc)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent. Merger Sub was formed solely for the purpose of consummating the Merger and the other transactions contemplated by this Agreement and has engaged in no business other than in connection with the foregoing.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (Retalix LTD)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Contemplated Transactions and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this AgreementContemplated Transactions. All Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Symyx Technologies Inc), Agreement and Plan of Merger (Symyx Technologies Inc), Agreement and Plan of Merger (Symyx Technologies Inc)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby by this Agreement, is wholly-owned directly and has beneficially by Parent and, prior to the Effective Time, Merger Sub will have engaged in no business and have no Liabilities or obligations other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (AMICAS, Inc.)

Merger Sub. Merger Sub was has been formed solely for the purpose of engaging in the transactions contemplated hereby and has and, as of the Effective Time, will not have engaged in no business any activities other than in connection with the transactions contemplated by this Agreement. All Parent is, and will be at the Effective Time, the owner of all the issued and outstanding shares of capital stock of Merger Sub. The outstanding shares of capital stock of Merger Sub is owned directly or indirectly by Parentare validly issued, fully paid, nonassessable and free of preemptive rights.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (12th Street Financial, LLC), Agreement and Plan of Merger (Harborview Master Fund Lp), Agreement and Plan of Merger (Hepalife Technologies Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and Transactions, has engaged in no other business other than in connection with the transactions activities and has conducted its operations only as contemplated by this Agreementhereby. All Parent owns, beneficially and of record, all of the issued and outstanding capital stock shares of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 3 contracts

Samples: Iii Agreement and Plan of Merger (Msystems LTD), Agreement and Plan of Merger (Sandisk Corp), Agreement and Plan of Merger Agreement and Plan of Merger (M-Systems Flash Disk Pioneers LTD)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentAcquirer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Isoray, Inc.), Agreement and Plan of Merger (Isoray, Inc.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and Transactions, has engaged in no other business other than in connection with the transactions activities, has incurred no material liabilities, and has conducted its operations only as contemplated by this Agreementhereby. All The Parent indirectly owns, beneficially and of record, all of the issued and outstanding capital stock shares of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated hereby and hereby, has engaged in no business other than in connection with the transactions contemplated by this Agreement and does not, and at no time prior to the Effective Time will, have assets, liabilities or obligations of any nature other than as contemplated herein or as otherwise required to effect the transactions contemplated by this Agreement. All of the issued and outstanding share capital stock of Merger Sub is owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Agreement and Plan of Merger (SteadyMed Ltd.)

Merger Sub. Merger Sub was formed solely for the purpose of ---------- engaging in the transactions contemplated hereby Merger and has not engaged in no any business activities or conducted any operations other than in connection with the Merger and the other transactions contemplated by this Agreement. All As of the issued and Effective Time, all of the outstanding capital stock of Merger Sub is will be owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions activities contemplated by this Agreement. All Either Parent or a wholly owned (direct or indirect) Subsidiary of Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parentand Merger Sub has no Subsidiary.

Appears in 2 contracts

Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Contemplated Transactions and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this AgreementContemplated Transactions. All Parent owns 100% of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc), Agreement and Plan of Merger (Allos Therapeutics Inc)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated hereby and has engaged in no business and has incurred no liabilities other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neustar Inc)

Merger Sub. Merger Sub was has been formed solely for the purpose of engaging in the transactions contemplated hereby and has prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein or in connection with the transactions contemplated by this Agreementhereby. All There are [β€”] shares of the common stock of Merger Sub issued and outstanding outstanding, representing the only shares of capital stock of Merger Sub is outstanding and entitled to vote on the Acquisition Merger, and all of such shares are owned solely and directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Health Care Reit Inc /De/)

Merger Sub. Each Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of each Merger Sub is owned directly or indirectly by ParentPurchaser.

Appears in 1 contract

Samples: Joinder Agreement (RumbleON, Inc.)

Merger Sub. Merger Sub Sub: (a) was formed solely for the purpose of engaging in effecting the transactions contemplated hereby Merger and has engaged in no business activities other than in connection with those related to the transactions contemplated by this Agreement; and (b) is a direct, wholly-owned Subsidiary of Parent. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parentand has been for its entire existence properly treated as a corporation for U.S. federal income and applicable state and local Tax purposes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreementhereby and those incident to its formation. All Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hot Topic Inc /Ca/)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.. Section 5.7

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sharps Compliance Corp)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Merger and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement, including the Merger. All As of the issued and Effective Time, all of the outstanding capital stock of Merger Sub is will be owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clearone Communications Inc)

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Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned owned, directly or indirectly indirectly, by Parent. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement and the Original Agreement, and has engaged in no business activities other than the transactions contemplated by this Agreement and the Original Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electro Rent Corp)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Contemplated Transactions, and has engaged in no business other than in connection with the transactions activities except as contemplated by this Agreement. All Parent owns all of the issued and outstanding shares of capital stock of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verity Inc \De\)

Merger Sub. Merger Sub was formed solely specifically for the purpose of engaging in the transactions contemplated hereby and since its date of incorporation, Merger Sub has engaged in no not carried on any business nor conducted any operations other than in connection with the transactions contemplated by execution of this Agreement, the performance of its obligations under this Agreement and matters ancillary thereto. All of Parent is the issued and outstanding capital stock sole stockholder of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rent a Center Inc De)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Merger and has not engaged in no any business activities or conducted any operations other than in connection with the Merger and the other transactions contemplated by this Agreement. All As of the issued and Effective Time, all of the outstanding capital stock of Merger Sub is will be owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby by this Agreement and has engaged in no business other than in connection with the transactions contemplated by this Agreementhereby. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Miromatrix Medical Inc.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and hereby, has engaged in no other business other than in connection with the transactions activities and has conducted its operations only as contemplated by this Agreementhereby. All of the issued and outstanding capital stock shares of Merger Sub is are owned directly or indirectly by Parent, free and clear of all Liens, other than restrictions and encumbrances imposed under the Securities Act or other applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quadra Realty Trust, Inc.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and hereby, has engaged in no other business other than in connection with the transactions activities and has conducted its operations only as contemplated by this Agreement. All of the issued and outstanding capital stock shares of Merger Sub is are owned directly or indirectly by ParentAcquiror, free and clear of all liens, other than restrictions and encumbrances imposed under applicable securities laws or other applicable Legal Requirements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuvasive Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of engaging in the transactions Merger and the Transactions contemplated hereby and by this Agreement, has engaged in no other business other than in connection with activities and has conducted its operations only as contemplated hereby. Parent is the transactions contemplated by this Agreement. All sole owner of all outstanding limited liability company interests of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powerhouse Technologies Group Inc)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Transactions and has engaged in no business other than in connection with the transactions contemplated by this AgreementTransactions. All of the issued and outstanding capital stock of each of Merger Sub is owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned owned, directly or indirectly indirectly, by Parent. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, and has engaged in no business activities other than the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electro Rent Corp)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and by this Agreement, has engaged in no other business other than in connection with the transactions activities and has conducted its operations only as contemplated by this Agreement. All As of the issued and date hereof, all of the outstanding capital stock of Merger Sub is owned directly or indirectly beneficially and of record by ParentAcquiror, free and clear of all encumbrances (other than those created by this Agreement and the transactions contemplated hereby).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sigmatel Inc)

Merger Sub. Merger Sub was is wholly-owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pure Storage, Inc.)

Merger Sub. Merger Sub was formed solely for the purpose of engaging in entering into the transactions contemplated hereby Transactions, and since the date of its incorporation, Merger Sub has engaged in no not carried on any business other than in connection with those relating to the transactions contemplated by this AgreementMerger and the performance of its obligations hereunder and matters ancillary thereto. All Parent owns, directly or indirectly, all of the issued and outstanding capital stock Equity Interests of Merger Sub is owned directly or indirectly by ParentSub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neulion, Inc.)

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