Ownership of Buyer; No Prior Activities Sample Clauses

Ownership of Buyer; No Prior Activities. (a) Buyer was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
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Ownership of Buyer; No Prior Activities. Buyer is a direct wholly-owned subsidiary of MPC. Buyer has engaged in no business activities other than as contemplated by this Agreement and has conducted its operations only as contemplated by this Agreement.
Sample 1Sample 2
Ownership of Buyer; No Prior Activities. Buyer was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Buyer (i) has not conducted, and will not prior to the Effective Time conduct, any business and (ii) has no, and prior to the Effective Time will have no, assets or liabilities, except, in either case, in connection with the Transactions. No shares of Company Common Stock or Company Preferred Stock are held by Buyer or any subsidiary or Affiliates of Buyer. As of the date hereof, the authorized capital stock of Buyer, consists of 3,000 shares of common stock, par value $0.01 per share, 1,000 of which have been validly issued, are fully paid and nonassessable. All of the issued and outstanding capital stock of Buyer is owned by Gryphon Partners II, L.P.
Sample 1
Ownership of Buyer; No Prior Activities. Buyer was formed by Parent solely for the purpose of engaging in the transactions contemplated under this Agreement. All of the outstanding capital stock of Buyer is, and at the Effective Time will be, owned by Parent or a Subsidiary of Parent. Buyer has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, obligations or liabilities of any nature other than those incident to its formation and the transactions contemplated under this Agreement.
Sample 1

Related to Ownership of Buyer; No Prior Activities

  • Ownership of Merger Sub; No Prior Activities (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.

  • No Prior Activities Except for obligations or liabilities incurred in connection with its incorporation or organization or the negotiation and consummation of this Agreement and the transactions contemplated hereby (including any financing), Merger Sub has not incurred any obligations or liabilities, and has not engaged in any business or activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person or entity.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Seller Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.

  • Ownership of the Property Borrower shall take all necessary action to retain title to the Property and the related Collateral irrevocably in Borrower, free and clear of any Liens other than Permitted Liens. Borrower shall warrant and defend the title to the Property and every part thereof, subject only to Permitted Liens, in each case against the claims of all Persons whomsoever.

  • Ownership of Content 4.1 All materials including paper based resources, and all materials displayed on the Site and the Apps, including without limitation all information, text, materials, graphics, software, tools, results derived from the use of software and tools, advertisements, names, logos and trade marks on the paper based version, the Site and the Apps (Content) are protected by copyright, trade mark and other intellectual property laws unless otherwise indicated.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Marks Each party acknowledges and agrees that (a) the other party's Marks are and shall remain the sole property of the other party, (b) nothing in the Agreement shall confer in a party any right of ownership or license rights in the other party's Marks, and (c) neither party shall register the other party's Marks in any jurisdiction. In addition, Licensee acknowledges and agrees that (i) the Marks of Third-Party Licensors are and shall remain the sole property of such Third- Party Licensors, (ii) nothing in the Agreement shall confer in Licensee any right of ownership or license rights in the Marks of Third-Party Licensors, and (iii) Licensee shall not register the Marks of Third-Party Licensors. Without limiting the generality of the foregoing, Licensee agrees not to use or adopt any trade name, trademark, logo or service mark which is so similar to Fannie Mae's Marks or the Marks of Third-Party Licensors as to be likely to cause deception or confusion, or which is graphically or phonetically similar to any of Fannie Mae's Marks or the Marks of Third-Party Licensors.

  • Ownership of Technology As between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Inventions and Information that are conceived, discovered, developed, or otherwise made solely by or on behalf of such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto.

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