Common use of Ownership of Merger Sub Clause in Contracts

Ownership of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Transactions and 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. All of the issued and outstanding limited liability company interests or other equity securities or voting interests of Merger Sub is, and at the Effective Time will be, validly issued and outstanding and owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.)

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Ownership of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Transactions and 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. All of the issued and outstanding limited liability company interests or other equity securities or voting interests share capital of Merger Sub is, and at the Effective Time will be, validly issued wholly owned directly by Merger Sub Parent and outstanding indirectly by Parent. Merger Sub was formed solely for purposes of engaging in the Transactions and owned by Parent has not conducted any business prior to the date of this Agreement and does not have any liabilities or a direct or indirect wholly-owned Subsidiary obligations of Parentany nature other than those incidental to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any other business activities other than relating to the Transactions.

Appears in 1 contract

Samples: Business Combination Agreement (NeoGames S.A.)

Ownership of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Transactions and 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. All of the issued and outstanding limited liability company interests or other equity securities or voting interests share capital of Merger Sub is, and at the Effective Time will be, validly issued and outstanding and owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent.

Appears in 1 contract

Samples: Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)

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Ownership of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Transactions and 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. All of the issued and outstanding limited liability company interests or other equity securities or voting interests Equity Interests of Merger Sub isare, and at the Effective Time will be, validly issued owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Offer and outstanding the Merger and owned by Parent has not prior to the date hereof engaged in any business or a direct other activities and has no properties, assets, obligations or indirect wholly-owned Subsidiary liabilities of Parentany nature, in each case other than those incident to formation and execution and delivery of this Agreement and the performance of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Science 37 Holdings, Inc.)

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