Common use of Ownership of Merger Sub; No Prior Activities Clause in Contracts

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its Subsidiaries.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Layne Christensen Co), Agreement and Plan of Merger (Viasystems Group Inc), Agreement and Plan of Merger (Granite Construction Inc)

AutoNDA by SimpleDocs

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time Closing Date will be, owned of record and beneficially by Parent either directly or indirectly through one or more and/or a wholly owned Subsidiary of its SubsidiariesParent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Myriad Pharmaceuticals, Inc.)

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, Contemplated Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those contemplated by this AgreementContemplated Transactions. All of the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, are owned of record and beneficially by Parent either directly or indirectly through one or more of its SubsidiariesLeo.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Telesat Partnership LP), Transaction Agreement and Plan of Merger (Telesat Canada), Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.)

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those transactions contemplated by this Agreement. All of the issued and outstanding shares of capital stock of Merger Sub areis owned directly by Parent. There are no options, and as of warrants or other rights, agreements, arrangements or commitments to which Merger Sub is a party relating to the Effective Time will beissued or unissued Equity Interests in Merger Sub or obligating Merger Sub to grant, owned of record and beneficially by Parent either directly issue or indirectly through one or more sell any of its Subsidiariesrespective Equity Interests by sale or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micronetics Inc), Agreement and Plan of Merger (Mercury Computer Systems Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those transactions contemplated by this the Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time Closing Date will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its SubsidiariesParent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.), Agreement and Plan of Merger (EnergyConnect Group Inc)

Ownership of Merger Sub; No Prior Activities. Each of Parent and Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time Closing Date will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its SubsidiariesParent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (PRA International)

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those transactions contemplated by this Agreement. All Merger Sub (i) has not conducted, and will not prior to the issued Effective Time conduct, any business and (ii) has no, and prior to the Effective Time will have no, assets or liabilities except in connection with the transactions contemplated by this Agreement. As of the Effective Time, all the outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, be owned of record and beneficially indirectly by Parent either directly or indirectly through one or more of its SubsidiariesPurchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pearson Merger Co Inc), Agreement and Plan of Merger (All American Communications Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Op Tech Environmental Services Inc), Agreement and Plan of Merger (Fsi International Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation, Merger Sub has not engaged in, and will not engage in prior to the Effective Time, any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Semiconductor Corp), Agreement and Plan of Merger (Texas Instruments Inc)

AutoNDA by SimpleDocs

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the TransactionsTransactions contemplated herein. Since the date of its incorporation, Merger Sub has not engaged and will not, prior to the Effective Time, engage in any business activities or conducted conduct any operations other than in connection with the Transactions contemplated herein and will have no assets, liabilities or obligations other than those contemplated by this Agreement. All of the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its Subsidiariessubsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Coal Group, Inc.), Agreement and Plan of Merger (Arch Coal Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated by this Agreement and has not engaged in any business activities of any type or conducted any operations kind other than in connection with the Transactions and will have no assets, liabilities or obligations other than those transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nuvasive Inc), Agreement and Plan of Merger (Nuvasive Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct wholly-owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, are owned of record and beneficially by Parent either directly or indirectly through one or more of its SubsidiariesParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (S.D. Shepherd Systems, Inc.)

Ownership of Merger Sub; No Prior Activities. Parent and Merger Sub was were formed solely for the purpose of engaging in the Transactions, has transactions contemplated by this Agreement and have not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock Units of Merger Sub are, and as of the Effective Time Merger Closing Date will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its SubsidiariesParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jda Software Group Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, Merger Sub has not and will not, prior to the Closing Date, have incurred, directly or indirectly, through any Subsidiary or otherwise, any obligations or liabilities or engaged in any business activities of any type or conducted kind whatsoever or entered into any operations other than in connection Contracts with the Transactions and will have no assets, liabilities or obligations other than those contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, owned of record and beneficially by Parent either directly or indirectly through one or more of its Subsidiariesany Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cafepress Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.