MergerCo. MergerCo has been formed for the sole purpose of effecting the Merger and, except as contemplated by this Agreement, MergerCo has not conducted any business activities and does not have any material liabilities.
MergerCo. Mergerco was incorporated on February 9, 2011, and from its date of formation to the Closing Date of the Merger, has not and shall not conduct any business or acquire any assets or incur liabilities, except relating to the Merger.
MergerCo. Mergerco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Mergerco has not conducted any business activities prior to the date of this Agreement, other than the negotiation and execution of this Agreement and the Merger Agreement. All outstanding shares of capital stock of Mergerco are owned, beneficially and of record, by Parent.
MergerCo. At the Effective Time, each share of common stock of MergerCo issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
MergerCo. MergerCo was formed solely for the purpose of engaging in the Merger and the other transactions contemplated by this Agreement. As of the date hereof and as of the Effective Time, all of the outstanding MergerCo Membership Units are and will be owned directly by Parent. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its organization and the transactions contemplated by this Agreement, MergerCo has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type whatsoever or entered into any agreements or arrangements with any Person, which would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
MergerCo. Parent will take all action necessary to cause MergerCo to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
MergerCo. Mergerco is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Mergerco has not conducted any business activities prior to the date of this Agreement, other than the negotiation and execution of the Original Agreements, this Agreement and the Merger Agreement. All outstanding shares of capital stock of Mergerco are owned, beneficially and of record, by Parent.
MergerCo. Mergerco is a newly formed corporation, organized by GLBN solely for the purposes of this Merger, and has no Liabilities.
MergerCo. Each of CA MergerCo and FL MergerCo has been formed for the sole purpose of effecting the Merger and, except as contemplated by this Agreement, each of CA MergerCo and FL MergerCo has not conducted any business activities and does not have any material liabilities.
MergerCo. Dream Merger Sub Limited, a special purpose company incorporated under the laws of the Cayman Islands and wholly owned, directly, by the Parent.
