Ownership of Newco; No Prior Activities. Newco was formed solely for the purpose of engaging in the transactions contemplated hereby. As of the date hereof and the Effective Time, the capital stock of Newco is and will be owned 100% by BVI directly. Further, there are not as of the date hereof and there will not be at the Effective Time any outstanding or authorized options, warrants, calls, commitments or any other agreements of any character which Newco is a party to, or may be bound by, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of capital stock of Newco. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated hereby, Newco has not and will not have incurred, directly or indirectly through any subsidiary or Affiliate, any obligations or liabilities or engaged in any business or activities of any type or kind whatsoever or entered into any agreements or arrangements with any person or entity. BVI will take all action necessary to ensure that Newco at no time prior to the Effective Time owns any asset other than an amount of cash necessary to incorporate Newco and to pay the expenses of the Merger attributable to Newco in connection with the Merger.
Ownership of Newco; No Prior Activities. (a) Newco was formed solely for the purpose of engaging in the transactions contemplated in this Agreement.
Ownership of Newco; No Prior Activities. . . . 13 -------------------------------------------- SECTION 3.12. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 13 ----- SECTION 3.13. Brokers . . . . . . . . . . . . . . . . . . . . . . . . 14 ------- SECTION 3.14. Environmental Laws and Regulations . . . . . . . . . 14 -------------------------------------
Ownership of Newco; No Prior Activities. (a) Newco --------------------------------------- was formed solely for the purpose of engaging in the transactions contemplated in this Agreement.
Ownership of Newco; No Prior Activities. As of the date hereof and --------------------------------------- the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Newco 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 or kind whatsoever or entered into any agreements or arrangements with any Person.
Ownership of Newco; No Prior Activities. Newco is a direct, wholly-owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has engaged in no business activity other than as contemplated by this Agreement. Except for obligations or liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Newco 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 or kind whatsoever or entered into any agreements or arrangements with any Person.
Ownership of Newco; No Prior Activities. (a) Newco was formed solely for the purpose of engaging in the Transactions. (b) As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the Transactions and except for this Agreement and any other agreements or arrangements, contemplated by this Agreement, Newco 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 or kind whatsoever or entered into any agreements or arrangements with any Person. 4.10.
Ownership of Newco; No Prior Activities. (a) Newco was formed solely for the purpose of engaging in the transactions contemplated in this Agreement and has otherwise conducted no prior activities.
Ownership of Newco; No Prior Activities. Newco was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Newco (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 and except, in the case of (ii), as set forth on Schedule 4.5(ii) hereto. No Company Shares are held by Newco or any subsidiary of Newco. As of the date hereof, the capital stock of Newco, including options, warrants and other rights to acquire capital stock, is beneficially owned as follows: Berkshire - 2,000 shares of Newco Common Stock, Paul X. Xxxxx - 000 shares of Newco Common Stock, and John X. Xxxxxxx - 000 shares of Newco Common Stock.
Ownership of Newco; No Prior Activities. Newco was formed solely for the purpose of engaging in the Transactions. Newco (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 Company Shares or shares of Company Subsidiaries are held (directly or indirectly, beneficially or of record) by Parent or Newco or any subsidiary of Parent or Newco. As of the Effective Time, all of the outstanding capital stock of Newco will be owned directly by Parent or by wholly-owned subsidiaries of Parent.
