Parent Merger Sub Sample Clauses

Parent Merger Sub. All of the authorized membership interests of Parent Merger Sub are, and at the Company Merger Effective Time will be, owned directly by Parent and such membership interests are validly issued and outstanding.

Parent Merger Sub. Parent owns beneficially and of record all of the outstanding equity interests of Merger Sub, free and clear of all Liens other than Liens of general applicability as may be provided under the Securities Act or other applicable securities Laws. Neither Parent (other than with respect to Merger Sub) nor Merger Sub owns any shares of capital stock or voting securities of, or other equity interests in, any Person. Each of Parent and Merger Sub was formed solely for the purpose of merging with and into the Company (with respect to Merger Sub) and taking action incident to the Merger and this Agreement. Neither Parent nor Merger Sub has any assets, liabilities or obligations and has not, since the date of its formation, carried on any business or conducted any operations, except, in each case, as arising from the execution of this Agreement, the performance of its covenants and agreements hereunder and matters ancillary thereto, including the Financing.

Parent Merger Sub. (a) Prior to the Effective Time, neither Parent nor Merger Sub shall engage in any activity of any nature except for activities related to or in furtherance of the transactions contemplated by this Agreement, including the Merger, the Financings and the transactions pursuant to the Interim Investment Documents, or otherwise related to maintaining its organizational matters. (b) Parent hereby (i) guarantees the due, prompt and faithful payment performance and discharge by ▇▇▇▇▇▇ Sub of, and compliance by Merger Sub with, all of the covenants and agreements of Merger Sub under this Agreement and (ii) agrees to take all actions necessary, proper or advisable to ensure such payment, performance and discharge by ▇▇▇▇▇▇ Sub hereunder.

Parent Merger Sub the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. Parent may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 9 and the Escrow Agreement), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person.

Parent Merger Sub the Company and the stockholders of the Company will each pay separately its or their own expenses, if any, in connection with the Merger (other than expenses directly related to the transaction within the guidelines set forth in Revenue Ruling 73-54, 1973-1 C.B. 187);

Parent Merger Sub. (a) Prior to the Effective Time, neither Parent nor Merger Sub shall engage in any activity of any nature except for activities related to or in furtherance of the Merger or the Financings or otherwise related to maintaining its organizational matters. (b) Parent hereby (i) guarantees the due, prompt and faithful payment, performance and discharge by ▇▇▇▇▇▇ Sub of, and compliance by Merger Sub with, all of the covenants and agreements of Merger Sub under this Agreement and (ii) agrees to take all actions necessary, proper or advisable to ensure such payment, performance and discharge by ▇▇▇▇▇▇ Sub hereunder. (c) Merger Sub hereby (i) guarantees the due, prompt and faithful payment performance and discharge by Parent of, and compliance by Merger Sub with, all of the covenants and agreements of Parent under this Agreement with respect to payment and (ii) agrees to take all actions necessary, proper or advisable to ensure such payment, performance and discharge by Parent hereunder.

Parent Merger Sub. (i) Upon the execution of this Agreement, the authorized share capital of Parent Merger Sub will be €1,000 divided into 100 Parent Merger Sub Shares, of which one Parent Merger Sub Share is issued and outstanding as of such time and held by Parent. No other voting securities of Parent Merger Sub are issued, reserved for issuance or outstanding. (ii) All issued and outstanding Parent Merger Sub Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Parent Merger Sub’s Organizational Documents or any contract to which Parent Merger Sub is a party or by which Parent Merger Sub is bound. (iii) Except as set forth in Parent Merger Sub’s Organizational Documents, there are no outstanding contractual obligations of Parent Merger Sub to repurchase, redeem or otherwise acquire any Parent Merger Sub Shares or any capital equity of Parent Merger Sub. There are no outstanding contractual obligations of Parent Merger Sub to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. (iv) Parent Merger Sub is a wholly owned subsidiary of Parent and was formed for the sole purpose of the Reincorporation Merger. There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of SPAC exercisable or exchangeable for Parent Merger Sub Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity securities of Parent Merger Sub, or for the repurchase or redemption by Parent Merger Sub of shares or other equity Securities of Parent Merger Sub or the value of which is determined by reference to shares or other equity securities of Parent Merger Sub, and there are no voting trusts, proxies or agreements of any kind which may obligate Parent Merger Sub to issue, purchase, register for sale, redeem or otherwise acquire any Parent Merger Sub Shares or other equity securities of Parent Merger Sub.

Parent Merger Sub. As of the date hereof, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share. All outstanding shares of capital stock of Merger Sub are duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Section 4.09 of the Parent Disclosure Letter, Parent owns beneficially and of record all of the outstanding shares of capital stock of Merger Sub. Neither Parent (other than with respect to Merger Sub) nor Merger Sub owns any shares of capital stock or voting securities of, or other equity interests in, any Person. Merger Sub has been incorporated solely for the purpose of merging with and into the Company and taking action incident to the Merger and this Agreement, including the Financing. Neither Parent nor Merger Sub has any assets, liabilities or obligations and has not, since the date of its formation, carried on any business or conducted any operations, except, in each case, as arising from the execution of this Agreement, the performance of its covenants and agreements hereunder and matters ancillary thereto, including the Financing.