Common use of Merger Sub Clause in Contracts

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, and since the date of its incorporation, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 23 contracts

Samples: Agreement and Plan of Merger (TSR Inc), Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (NGM Biopharmaceuticals Inc)

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Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, Contemplated Transactions and since the date of its incorporation, Merger Sub has not carried on engaged in any business, business activities or conducted any operations or incurred any liabilities or obligations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoContemplated Transactions.

Appears in 14 contracts

Samples: Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc)

Merger Sub. (a) Merger Sub was has been formed solely for the purpose of entering into executing and delivering this Agreement and consummating the Transactions, and since the date of its incorporation, transactions contemplated hereby. Merger Sub has not carried on engaged in any business, conducted any operations business or incurred any liabilities or obligations activity other than activities related to its corporate organization and the execution and delivery of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Evolving Systems Inc), Agreement and Plan of Merger (Evolving Systems Inc), Agreement and Plan of Merger and Reorganization (Blue Martini Software Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactionstransactions contemplated by this Agreement, and since and, prior to the date of its incorporationEffective Time, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities will have engaged in no business and have no Liabilities or obligations other than in connection with the execution of transactions contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Top Image Systems LTD), Agreement and Plan of Merger (Cobra Electronics Corp), Agreement and Plan of Merger (Sonicwall Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, and since the date of its incorporation, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of those incident to its formation and pursuant to this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Snap One Holdings Corp.), Agreement and Plan of Merger (Resideo Technologies, Inc.), Agreement and Plan of Merger (Triple-S Management Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into effecting the TransactionsMerger and has not engaged in any business activities or conducted any operations other than in connection with the Merger. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, and since the date of its incorporationexcept for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not carried on incurred, directly or indirectly, through any businesssubsidiary or affiliate, conducted any operations obligations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoentered into any agreement or arrangements with any person.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Oec Compression Corp), Agreement and Plan of Merger (Hanover Compressor Co /), Agreement and Plan of Merger (At&t Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Contemplated Transactions, has no assets or Liabilities (other than obligations under this Agreement) and since the date of its incorporation, Merger Sub has not carried on engaged in any business, business activities or conducted any operations or incurred any liabilities or obligations other than in connection with the execution Contemplated Transactions. Parent has delivered to the Company true, complete and correct copies of this Agreement, the performance articles of its obligations hereunder incorporation and matters ancillary theretobylaws of Merger Sub and any other agreement or contract of any kind to which Merger Sub is a party or by which it is bound.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Precision Therapeutics Inc.), Agreement and Plan of Merger (Precision Therapeutics Inc.), Agreement and Plan of Merger

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, and since Since the date of its incorporation, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (99 Cents Only Stores), Agreement and Plan of Merger (Global Defense Technology & Systems, Inc.), Agreement and Plan of Merger (Cgi Group Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, and since Since the date of its incorporation, Merger Sub has not carried on any business, business or conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Sparta Inc /De), Agreement and Plan of Merger (Cherokee International Corp), Subscription, Merger and Exchange Agreement (Specialty Laboratories Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the TransactionsMerger and the other Transactions and has not engaged in any business activities or conducted any operations, and in each case since the date of its incorporation, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations incorporation other than in connection with the execution of this Agreement, Merger and the performance of its obligations hereunder and matters ancillary theretoother Transactions.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Benihana Inc), Agreement and Plan of Merger (COHOES FASHIONS of CRANSTON, Inc.)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, and since transactions contemplated by this Agreement. As of the date hereof, except for the obligations or liabilities incurred in connection with its incorporation or organization or the negotiation and consummation of its incorporationthis Agreement and the transactions contemplated hereby (including any financing), Merger Sub has not carried on any business, conducted any operations or incurred any liabilities obligations or obligations other than the execution liabilities, and has not engaged in any business or activities of this Agreement, the performance of its obligations hereunder and matters ancillary theretoany type or kind whatsoever or entered into any agreements or arrangements with any Person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Parker Hannifin Corp), Agreement and Plan of Merger (Wynns International Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, and since Since the date of its incorporation, Merger Sub has not carried on any business, business or conducted any operations or incurred any liabilities or obligations operations, and Merger Sub will not do so, other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. Merger Sub was incorporated solely for the purpose of consummating the Merger and the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sealed Air Corp/De), Agreement and Plan of Merger (Diversey Holdings, Inc.)

Merger Sub. (a) Merger Sub was has been formed solely for the purpose of entering into engaging in the TransactionsTransactions and, and since prior to the date of its incorporationEffective Time, Merger Sub has will not carried on have engaged in any business, conducted any operations or other business activities and will have incurred any no liabilities or obligations other than as contemplated by the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoTransaction Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Alexanders J Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into effecting the TransactionsMerger and has not engaged in any business activities or conducted any operations other than in connection with the Merger. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, and since the date of its incorporationexcept for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not carried on incurred, directly or indirectly through any businesssubsidiary, conducted any operations obligations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoentered into any agreement or arrangements with any person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Multifoods Corp), Agreement and Plan of Merger (Smucker J M Co)

Merger Sub. (a) Merger Sub was formed solely for the purpose purposes of entering into the Transactionstransactions contemplated by this Agreement, and since and, between the date of its incorporationformation and the date of this Agreement, Merger Sub has not carried on any business, conducted any operations business or incurred made any liabilities or obligations investments other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoin connection therewith.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kulicke & Soffa Industries Inc), Agreement and Plan of Merger (Kulicke & Soffa Industries Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactionstransactions contemplated hereby, has engaged in no other business activities and since the date of has conducted its incorporation, operations only as contemplated hereby. Merger Sub has not carried on any business, conducted any operations or incurred any no liabilities or obligations of any nature, contingent or otherwise, other than those related to the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the TransactionsTransactions and has not engaged in any business activities or conducted any operations, and in each case since the date of its incorporation, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Consolidated Graphics Inc /Tx/)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, transactions contemplated hereby and since by the date of its incorporation, Merger Sub other Transaction Agreements and has not carried on taken any businessactions, conducted engaged in any operations or business activities, incurred any liabilities or obligations or conducted any operations other than in connection with (i) its formation or (ii) the execution of this Agreement, transactions expressly contemplated by the performance of its obligations hereunder and matters ancillary theretoTransaction Agreements. Merger Sub has no wholly or non-wholly owned subsidiaries.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Hughes Electronics Corp), Stock Purchase Agreement (News Corp LTD)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the TransactionsMerger, and since the date of its incorporation, Merger Sub incorporation has not carried on any engaged in no other business, conducted any operations operations, or incurred any liabilities or obligations Liabilities, other than in connection with the execution of this Agreement, the performance of its obligations hereunder under this Agreement, and matters ancillary thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Danimer Scientific, Inc.), Agreement and Plan of Merger (Live Oak Acquisition Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, and since Since the date of its incorporation, Merger Sub has not carried on any business, business or conducted any operations or incurred any liabilities or obligations (other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto).

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Terra Industries Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, Transactions and since the date of its incorporation, incorporation Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. Merger Sub is a wholly owned subsidiary of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, Contemplated Transactions and since the date of its incorporation, Merger Sub it has not carried on engaged in any business, business activities or conducted any operations or incurred any liabilities or obligations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoContemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Regal Beloit Corp), Agreement and Plan of Merger (Rexnord Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, and since the transactions contemplated under this Agreement. Since its date of its incorporation, Merger Sub has not carried on any business, business nor conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder under this Agreement and matters ancillary theretohereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (DST Systems Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, Contemplated Transactions and since the date of its incorporation, Merger Sub has not carried on engaged in any businessbusiness activities, conducted any operations or incurred any liabilities or obligations conducted any operations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoContemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ecolab Inc.), Agreement and Plan of Merger and Reorganization (Apergy Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactionstransactions contemplated by this Agreement and, and since the date of its incorporation, Merger Sub has not carried on any business, business or conducted any operations or incurred any liabilities or obligations other than the execution of this AgreementAgreement and the other Transaction Documents to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary hereto and thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nordson Corp)

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Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, and since transactions contemplated by this Agreement. Since the date of its incorporation, Merger Sub has not carried on any business, business or conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FTD Com Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, Merger. Except for obligations or liabilities incurred in connection with its incorporation or organization or the negotiation and since consummation of this Agreement and the date of its incorporationMerger, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities obligations or obligations other than liabilities, has not engaged in any business or activities of any type or kind whatsoever, and has not entered into any Contracts or arrangements with any Person. All of the execution issued and outstanding capital stock of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger Sub is owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echelon Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into consummating the Transactions, Merger and since engaging in the date of its incorporation, Merger Sub transactions contemplated hereby and has not carried on any business, conducted any operations or incurred engaged in any liabilities or obligations business activities, other than those reasonably necessary to consummate the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Appears in 1 contract

Samples: Lease Agreement (RumbleON, Inc.)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, Merger and since engaging in the date of its incorporation, transactions contemplated hereby and has no assets or liabilities except as necessary for such purposes. Merger Sub has not carried on engaged, and will not engage, in any business, other business activity of any kind or type whatsoever and has conducted any and will conduct its operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoonly as contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Plantronics Inc /Ca/)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactionstransactions contemplated hereby, and since it has not conducted any business prior to the date hereof and as of its incorporationthe date hereof has no assets, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations of any nature other than those incident to its formation and in connection with to this Agreement and the execution of transactions contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premiere Global Services, Inc.)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Transactions, and since . Except for obligations or liabilities incurred in connection with the date of its incorporationTransactions, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities obligations or obligations other than liabilities, has not engaged in any business or operations, and has not entered into any Contracts or arrangements with any Person. All of the execution issued and outstanding capital stock of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger Sub is owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globalscape Inc)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into effecting the TransactionsMerger and has not engaged in any business activities or conducted any operations other than in connection with the Merger. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, and since the date of its incorporationexcept for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not carried on incurred, directly or indirectly, through any businesssubsidiary or affiliate, conducted any operations s obligations or incurred lia bilities or entered into any liabilities agreement or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoarrangements with any person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc)

Merger Sub. (a) Merger Sub was has been formed solely for the purpose of entering into engaging in the Transactionstransactions contemplated by this Agreement, and, prior to the Effective Time, and since except for immaterial obligations or liabilities incurred in connection with its incorporation or organization or the date consummation of its incorporationthis Agreement and the transactions contemplated hereby, including the Merger, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities Liabilities, has not engaged in any business or obligations other than the execution activities of this Agreement, the performance of its obligations hereunder any type or kind whatsoever and matters ancillary theretohas not entered into any Contracts or arrangements with any Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering engaging in the transactions contemplated by this Agreement and has engaged in no other business activities of any type or kind whatsoever, or entered into the Transactionsany agreements or arrangements with any Person, and since the date of its incorporation, Merger Sub has not carried on or become subject to or bound by any business, conducted any operations obligation or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoundertaking.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avista Corp)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into ---------- engaging in the Transactions, transactions contemplated hereby. Except for obligations or liabilities incurred in connection with its incorporation or organization and since the date of its incorporationtransactions contemplated hereby, Merger Sub has not carried on any business, conducted any operations or incurred any obligations or liabilities or obligations other than the execution engaged in any business or activities of this Agreement, the performance of its obligations hereunder and matters ancillary theretoany type or kind whatsoever or entered into any agreements or arrangements with any person or entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Micro Warehouse Inc)

Merger Sub. (a) Merger Sub was has been formed solely for the purpose of entering into executing and delivering this Agreement and consummating the Transactions, and since the date of its incorporation, transactions contemplated hereby. Merger Sub has not carried on engaged in any business, conducted any operations business or incurred any liabilities or obligations activity other than activities related to its corporate organization and the execution and delivery of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.. ARTICLE VI

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ask Jeeves Inc)

Merger Sub. (a) Merger Sub was has been formed solely for the purpose of entering into engaging in the Transactionstransactions contemplated by this Agreement, and, prior to the Effective Time, and since except for immaterial obligations or liabilities incurred in connection with its incorporation or organization or the date consummation of its incorporationthis Agreement and the transactions contemplated hereby, including the Merger, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities liabilities, has not engaged in any business or obligations other than the execution activities of this Agreement, the performance of its obligations hereunder and matters ancillary theretoany type or kind whatsoever.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Senstar Technologies Ltd.)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into effecting the Transactions, Merger and since the date of its incorporation, Merger Sub has not carried on engaged in any business, business activities or conducted any operations or incurred any liabilities or obligations other than in connection with the execution of transactions contemplated by this Agreement, the performance of its obligations hereunder Agreement and matters ancillary theretoany other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Norwegian Cruise Line Holdings Ltd.)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the Contemplated Transactions, has no assets or Liabilities (other than obligations under this Agreement) and since the date of its incorporation, Merger Sub has not carried on engaged in any business, business activities or conducted any operations or incurred any liabilities or obligations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoContemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Predictive Oncology Inc.)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, and since the date of its incorporation, Merger Sub has not carried on any business, conducted any operations operations, entered into any Contracts, held any assets or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DreamWorks Animation SKG, Inc.)

Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into engaging in the TransactionsMerger and the other Transactions and has not engaged in any business activities or conducted any BACK operations, and in each case since the date of its incorporation, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations incorporation other than in connection with the execution of this Agreement, Merger and the performance of its obligations hereunder and matters ancillary theretoother Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Burlington Coat Factory Warehouse Corp)

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