Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Patriot Transportation Holding, Inc.), Agreement and Plan of Merger (Usa Truck Inc), Agreement and Plan of Merger (Patriot Transportation Holding, Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.), Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, are wholly owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident incidental to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, Merger Sub has not prior to the date hereof engaged in any business or other activities.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (William Lyon Homes), Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (Ascena Retail Group, Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Joinder Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Railcar Industries, Inc.), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fibrocell Science, Inc.), Agreement and Plan of Merger (Genvec Inc)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Offer and the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integra Lifesciences Holdings Corp), Agreement and Plan of Merger (Synacor, Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub areare wholly owned, and at the Effective Time will be, owned directly or indirectly indirectly, by the Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orbitz Worldwide, Inc.), Agreement and Plan of Merger (Expedia, Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, are wholly owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger Merger, the Offer, and the transactions contemplated by this Agreement, and, except for matters incident incidental to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, Merger Sub has not prior to the date hereof engaged in (and will not prior to the Effective Time engage in) any business or other activitiesactivities other than those contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Home Co Inc.), Agreement and Plan of Merger (Trecora Resources)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, are wholly owned directly or indirectly by Intermediate Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident incidental to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, Merger Sub has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AV Homes, Inc.), Agreement and Plan of Merger (Taylor Morrison Home Corp)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 1 contract
Samples: Agreement and Plan of Merger (U.S. Silica Holdings, Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the Voting Agreements, and the performance of the TransactionsTransactions and the transactions contemplated by the Voting Agreements, has not prior to the date hereof engaged in any business or other activities.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GCP Applied Technologies Inc.)
