The Merger Subsidiary. The Merger Subsidiary is a Delaware corporation and a wholly owned subsidiary of Parent that has been organized for the purpose of effecting the Merger (as defined herein) in accordance with this Agreement.
The Merger Subsidiary. The Merger Subsidiary has, as of the date hereof, authorized capital stock consisting of 1,000 shares of Subsidiary Common Stock, of which 1,000 shares are issued and outstanding and owned by the Parent. The Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. All of the issued and outstanding shares of the Merger Subsidiary have been validly issued, are fully paid and nonassessable and are free of preemptive rights. There are no outstanding rights, options, warrants, conversion rights or agreements for the purchase or acquisition from, or the sale or issuance by, the Merger Subsidiary of any shares of its capital stock, other than this Agreement. Since its organization, the Merger Subsidiary has conducted no business activities, except such as are related to this Agreement and the performance of its obligations hereunder.
The Merger Subsidiary. Each common share, without par value, of the Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive one common share, without par value, of the Surviving Corporation.
The Merger Subsidiary. The Merger Subsidiary is a Delaware corporation, having its principal place of business in Minneapolis, Minnesota. The Merger Subsidiary is a wholly owned subsidiary of the Acquiror that has been organized for the purpose of effecting the Merger in accordance with this Agreement.
The Merger Subsidiary. Upon formation of the Merger Subsidiary and at Closing, the Acquiror Parties and the Merger Subsidiary will jointly and severally represent and warrant as follows:
The Merger Subsidiary. HG is to be merged with and into Newco, a wholly-owned subsidiary of the Company (the "Merger") as set forth in Section 1.2 hereof. Newco was formed to facilitate the Merger. The Company will (i) cause Newco to execute and deliver this Agreement pursuant to Section 251 of Delaware Law, and (ii) execute a formal written consent under Section 228 of Delaware Law as the sole stockholder of Newco, approving the execution, delivery and performance of this Agreement by Newco.
