Common use of Merger Sub Clause in Contracts

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations 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 (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger

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Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of Parent. Since its date , was formed solely for the purpose of incorporation, Merger Sub has not carried on any business nor conducted any operations other than engaging in the execution of transactions contemplated by this Agreement, the performance of has engaged in no other business activities and has conducted its obligations hereunder and matters ancillary theretooperations only as contemplated by this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Medplus Inc /Oh/), Agreement and Plan of Merger (Medplus Inc /Oh/), Agreement and Plan of Merger (Medplus Inc /Oh/)

Merger Sub. Merger Sub is a an indirect, wholly owned direct or indirect subsidiary Subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of its incorporation, Merger Sub has not carried on any business nor or conducted any operations 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, Agreement and Plan of Merger (Audentes Therapeutics, Inc.), Agreement and Plan of Merger (Ocata Therapeutics, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of incorporationits incorporation and prior to the Effective Time, Merger Sub has not carried carried, and will not carry, on any business nor conducted or conduct any operations 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 (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (KI NutriCare, Inc.)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary was formed solely for the purpose of Parent. Since its date of incorporation, Merger Sub engaging in the Transactions and activities incidental thereto and has not carried on engaged in any business nor activities or conducted any operations other than in connection with the execution Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of this Agreement, Parent owns beneficially and of record all of the performance outstanding capital stock of its obligations hereunder and matters ancillary theretoMerger Sub.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc), Agreement and Plan of Merger (Zeltiq Aesthetics Inc), Agreement and Plan of Merger (Zeltiq Aesthetics Inc)

Merger Sub. Merger Sub is a newly organized limited liability company, formed solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities or conducted any operations other than in connection with the Transactions. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nordhagen Arlen Dale), Agreement and Plan of Merger (Nordhagen Arlen Dale), Agreement and Plan of Merger (National Storage Affiliates Trust)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of its incorporation, Merger Sub has not carried on any business nor or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Harpoon Therapeutics, Inc.), Agreement and Plan of Merger (Pandion Therapeutics, Inc.), Agreement and Plan of Merger (Arqule Inc)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary Subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of its incorporation, Merger Sub has not carried on any business nor or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Energy Conversion Devices Inc), Voting Agreement (Iomai Corp), Agreement and Plan of Merger (SGX Pharmaceuticals, Inc.)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations other than the execution and delivery of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fitbit, Inc.), Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc)

Merger Sub. Merger Sub is a wholly wholly-owned direct or indirect subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of incorporationits incorporation and prior to the Effective Time, Merger Sub has not carried carried, and will not carry, on any business nor conducted or conduct any operations other than and has not incurred, and will not incur, any material liability, except in each case the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cascadian Therapeutics, Inc.), Agreement and Plan of Merger (Seattle Genetics Inc /Wa)

Merger Sub. Merger Sub is was formed by Parent or a wholly owned direct or indirect subsidiary wholly owned Subsidiary of ParentParent solely for the purpose of engaging in the transactions contemplated by this Agreement. Since its date of incorporation, Merger Sub has not carried on conducted any business nor conducted prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, obligations or liabilities of any operations nature other than those incident to its incorporation and the execution of transactions contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations 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 (Arch Capital Group Ltd.), Agreement and Plan of Merger (Watford Holdings Ltd.)

Merger Sub. Merger Sub is a wholly direct, wholly-owned direct or indirect subsidiary of ParentParent and was formed solely for the purpose of engaging in the transactions contemplated hereby. Since Other than its date of incorporationliabilities and obligations arising under or in connection with this Agreement, the Financing and the transactions contemplated hereby and thereby, Merger Sub has not carried on no liabilities or obligations of any kind, has engaged in no other business nor activities and has conducted any its operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoonly as contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jarden Corp), Agreement and Plan of Merger (K2 Inc)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of Parent. Since its Buyer and, since the date of its incorporation, Merger Sub has not carried on any business nor or conducted any operations other than the execution of this AgreementAgreement and other agreements contemplated by this Agreement to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Amag Pharmaceuticals Inc.)

Merger Sub. The Merger Sub is a newly organized corporation, formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Prior to the date hereof, the Merger Sub has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement. The Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoPurchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Capella Healthcare, Inc.), Agreement and Plan of Merger (SITEL Worldwide Corp)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of Parent. Since its date of incorporationOnce formed, Merger Sub has will be a direct, wholly owned Subsidiary of Parent that was formed solely for the purpose of engaging in the Merger. From and following the date of its incorporation through the Effective Time, Merger Sub will not carried carry on any business nor conducted or conduct any operations other than the execution of this Agreementthe Merger Sub Joinder, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Meredith Corp), Agreement and Plan of Merger (IAC/InterActiveCorp)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of ParentParent that was formed solely for the purpose of engaging in the Merger. Since its the date of its incorporation, Merger Sub has not carried carried, and prior to the Effective Time will not carry, on any business nor conducted or conduct any operations 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 (Nexstar Media Group, Inc.), Agreement and Plan of Merger (Tribune Media Co)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of Parent. Since its date of incorporation, Merger Sub was formed specifically to consummate the transactions contemplated by this Agreement and has not carried on any business nor conducted any no operations and incurred no obligation or liabilities other than in connection with its formation and 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 (Anika Therapeutics, Inc.), Agreement and Plan of Merger (Anika Therapeutics, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of Parent, and is managed by the Managers. Since its date of incorporationformation, Merger Sub has not carried on any business nor conducted any operations 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 (Conversant, Inc.), Agreement and Plan of Merger (Alliance Data Systems Corp)

Merger Sub. Merger Sub is a wholly owned owned, direct or indirect subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of incorporationits incorporation and prior to the Effective Time, Merger Sub has not carried on on, and will not carry on, any business nor conducted or conduct any operations other than and has not incurred, and will not incur, any material liability, except in each case in connection with 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 (Insight Enterprises Inc), Agreement and Plan of Merger (Datalink Corp)

Merger Sub. Merger Sub is a wholly direct, wholly-owned direct or indirect subsidiary of Parent. Since its date Parent formed solely for the purpose of incorporationeffecting the Merger, Merger Sub and has not carried on any business nor conducted any operations no other material activity and has incurred no other material Liability or obligation other than the execution of as contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pacific Ethanol, Inc.), Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of Parent. Since its date of incorporationPrior to the Effective Time, Merger Sub has will not carried on have engaged in any material business nor conducted any operations activities and will have no material liabilities or obligations other than the execution of as contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Evans Hugh D), Agreement and Plan of Merger (Anaren Inc)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of ParentParent formed for the purposes of effecting the Merger. Since its date There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of incorporation, Merger Sub. Merger Sub owns no assets, has not carried on any business nor no Liabilities and has conducted any operations no activities other than those necessary to effectuate the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Emc Corp)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of incorporationits incorporation and prior to the Effective Time, Merger Sub has not carried carried, and will not carry, on any business nor conducted or conduct any operations 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 (Dusa Pharmaceuticals Inc), Agreement and Plan of Merger (Inspire Pharmaceuticals Inc)

Merger Sub. Merger Sub is a wholly direct, wholly-owned direct or indirect subsidiary of Parent. Since its date , was formed solely for the purpose of incorporation, Merger Sub has not carried on any business nor conducted any operations other than engaging in the execution of transaction contemplated by this Agreement, the performance has engaged in no other business activities and has conducted its operations only as contemplated hereby. Parent owns beneficially and of its obligations hereunder record all outstanding capital stock of Merger Sub free and matters ancillary theretoclear of any Liens and no other Person holds any capital stock of Merger Sub nor has any rights to acquire any interest in Merger Sub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of ParentAcquiror. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations 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 (Vca Inc)

Merger Sub. Merger Sub is a wholly wholly-owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub was formed specifically for the transactions contemplated hereby and has not carried on any business nor conducted any no operations and incurred no liabilities or obligations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (C&d Technologies Inc)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of ParentParent formed solely for the purposes of effecting the Merger. Since its date There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of incorporation, Merger Sub. Merger Sub owns no assets, has not carried on any business nor no Liabilities and has conducted any operations no activities other than those necessary to effectuate the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chart Industries Inc)

Merger Sub. Merger Sub is a an indirect, wholly owned direct or indirect subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of incorporationits incorporation and prior to the Effective Time, Merger Sub has not carried carried, and will not carry, on any business nor conducted or conduct any operations 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 (Sciele Pharma, Inc.)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary wholly-owned Subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations 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 (Mocon Inc)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of ParentParent that was formed solely for the purpose of engaging in the Transactions. Since its the date of incorporationits incorporation and prior to the Effective Time, Merger Sub has not carried carried, and will not carry, on any business nor conducted or conduct any operations other than and has not incurred, and will not incur, any material liability, except in each case 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 (CoLucid Pharmaceuticals, Inc.)

Merger Sub. Merger Sub is a wholly wholly-owned direct or indirect subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations 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 (Inventure Foods, Inc.)

Merger Sub. Merger Sub was formed by Parent and is a wholly owned by a direct or indirect subsidiary wholly owned Subsidiary of ParentParent solely for the purpose of engaging in the transactions contemplated by this Agreement. Since its date of incorporation, Merger Sub has not carried on conducted any business nor conducted prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, obligations or liabilities of any operations nature other than those incident to its incorporation 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 (Welbilt, Inc.)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of ParentAcquiror. Since its date of incorporationformation, Merger Sub has not carried on any business nor conducted any operations 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 (Heska Corp)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of Parentthe Acquiror that was formed solely for the purpose of engaging in the Merger. Since its the date of its incorporation, Merger Sub has not carried on any business nor or conducted any operations 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 (Integral Systems Inc /Md/)

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Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations 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 (CAI International, Inc.)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of Parent. Since its date , was formed solely for the purpose of incorporation, Merger Sub has not carried on any business nor conducted any operations other than engaging in the execution of transactions contemplated by this Agreement, the performance of its obligations hereunder has engaged in no other business activities and matters ancillary theretohas conducted operations only as contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sports Authority Inc /De/)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of ParentParent formed for the purposes of effecting the Merger. Since its date There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of incorporation, Merger Sub. Merger Sub owns no assets, has not carried on any business nor no Liabilities and has conducted any operations no activities other than those related to the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nova Measuring Instruments LTD)

Merger Sub. Merger Sub is a wholly an indirect, wholly-owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub was formed specifically for the Transactions and has not carried on any business nor conducted any no operations and incurred no obligations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cna Surety Corp)

Merger Sub. Merger Sub is a wholly direct wholly-owned direct or indirect subsidiary of ParentParent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Since Except for liabilities incurred by Merger Sub in connection with its date of incorporationincorporation or organization and the transactions contemplated by this Agreement and except for this Agreement, Merger Sub has not carried on incurred, directly or indirectly, through any of its Subsidiaries or Affiliates, any liability or engaged in any business nor conducted activities of any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotype or kind whatsoever or entered into any agreement or arrangements with any person. Merger Sub has no Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Airxcel Inc)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of ParentParent formed for the purposes of effecting the Merger. Since its date There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of incorporation, Merger Sub. Merger Sub owns no assets, has not carried on any business nor no Liabilities and has conducted any operations no activities other than those necessary to effectuate the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.Merger. Section 3.5

Appears in 1 contract

Samples: Agreement and Plan of Merger

Merger Sub. Merger Sub is a an indirect wholly owned direct or indirect subsidiary of Parent. Since its date of incorporation, Merger Sub has not neither carried on any business nor conducted any operations 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 (ExamWorks Group, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of ParentParent that was formed solely for the purpose of engaging in the Merger. Since its the date of incorporationits incorporation and prior to the Effective Time, Merger Sub has not carried carried, and will not carry, on any business nor conducted or conduct any operations 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 (Ply Gem Holdings Inc)

Merger Sub. Merger Sub is a wholly newly-formed, wholly-owned direct or indirect subsidiary of Parent. Since its date , formed solely for the purpose of incorporation, Merger Sub has not carried on any business nor conducted any operations other than the execution of transactions contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary theretoholding no assets or liabilities other than those pursuant to this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cott Corp /Cn/)

Merger Sub. Merger Sub is a wholly direct wholly-owned direct or indirect subsidiary of ParentParent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Since Except for Liabilities incurred by Merger Sub in connection with its date of incorporationincorporation or organization and the transactions contemplated by this Agreement and except for this Agreement, Merger Sub has not carried on incurred, directly or indirectly, through any Subsidiary or Affiliate, any Liability or engaged in any business nor conducted activities of any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotype or kind whatsoever or entered into any agreement or arrangements with any person. Merger Sub has no Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amf Bowling Worldwide Inc)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary wholly owned Subsidiary of Parent formed for the purposes of effecting the Merger. There is no agreement outstanding pursuant to which any Person (other than any wholly-owned Subsidiaries of Parent) has any existing or contingent right to acquire any stock of Merger Sub. Since its date of incorporation, Merger Sub owns no assets, has not carried on any business nor no liabilities and has conducted any operations no activities other than those necessary to effectuate the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ritchie Bros Auctioneers Inc)

Merger Sub. Merger Sub is a wholly an indirect, wholly-owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub was formed specifically for the Transactions and has not carried on any business nor conducted any no operations and incurred no obligation other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Odyssey Re Holdings Corp)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of Parent. Since its the Buyer and, since the date of its incorporation, Merger Sub has not carried on any business nor or conducted any operations other than the execution of this AgreementAgreement and other agreements contemplated by this Agreement to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alkermes Plc.)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations other than the execution and delivery of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Appears in 1 contract

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

Merger Sub. Merger Sub is a wholly direct wholly-owned direct or indirect subsidiary of ParentParent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Since Except for liabilities incurred by Merger Sub in connection with its date of incorporationincorporation or organization and the transactions contemplated by this Agreement and except for this Agreement, Merger Sub has not carried on incurred, directly or indirectly, through any of its Affiliates, any liability or engaged in any business nor conducted activities of any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotype or kind whatsoever or entered into any agreement or arrangements with any Person. Merger Sub has no Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fastentech Inc)

Merger Sub. The Merger Sub is a wholly owned direct or indirect subsidiary newly organized corporation, formed solely for the purpose of Parentengaging in the transactions contemplated by this Agreement. Since its Prior to the date of incorporationhereof, the Merger Sub has not carried on engaged in any business nor activities or conducted any operations other than in connection with the execution of transactions contemplated by this Agreement. The Merger Sub is a direct wholly owned Subsidiary of the Purchaser, which is a direct wholly owned subsidiary of the performance of its obligations hereunder and matters ancillary theretoParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Caci International Inc /De/)

Merger Sub. Merger Sub is a wholly direct wholly-owned direct or indirect subsidiary of ParentParent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Since Except for Liabilities incurred by Merger Sub in connection with its date of incorporationincorporation or organization and the transactions contemplated by this Agreement and except for this Agreement, Merger Sub has not carried on incurred, directly or indirectly, through any of its Affiliates, any Liability or engaged in any business nor conducted activities of any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotype or kind whatsoever or entered into any agreement or arrangements with any person. Merger Sub has no Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SFBC International Inc)

Merger Sub. Merger Sub is a an indirect wholly owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations activities other than in connection with its organization, the negotiation and execution of this Agreement, Agreement and the performance consummation of its obligations hereunder and matters ancillary theretothe transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Polypore International, Inc.)

Merger Sub. Merger Sub is a direct, wholly owned direct Subsidiary of Parent formed for the purposes of effecting the Merger. There is no agreement outstanding pursuant to which any Person has any existing or indirect subsidiary contingent right to acquire any stock of ParentMerger Sub. Since its date of incorporation, Merger Sub owns no assets, has not carried on any business nor no Liabilities and has conducted any operations no activities other than those necessary to effectuate 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 (GX Acquisition Corp.)

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of ParentParent that was formed solely for the purpose of engaging in the Merger. Since its the date of its incorporation, Merger Sub has not carried carried, and prior to the Effective Time will not carry, on any business nor conducted or conduct any operations other than in connection with the execution of this Agreement, Agreement and the Spin-Off Agreements and the performance of its obligations hereunder and thereunder and matters ancillary thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gray Television Inc)

Merger Sub. Merger Sub is a wholly owned direct or indirect subsidiary of Parent. Since its date Merger Sub was formed solely for the purpose of incorporationengaging in the transactions contemplated by this Agreement, and Merger Sub has not carried on any engaged in no business nor conducted any operations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sciquest Inc)

Merger Sub. Merger Sub is a direct, wholly owned direct Subsidiary of Parent formed for the purposes of engaging in the transactions contemplated hereby, including effecting the Merger. There is no agreement outstanding pursuant to which any Person (other than Parent) has any existing or indirect subsidiary contingent right to acquire any stock of ParentMerger Sub. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations no activities other than those necessary or appropriate to effectuate the execution of this Agreement, Merger and the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Actua Corp)

Merger Sub. Merger Sub is a wholly wholly-owned direct or indirect subsidiary Subsidiary of Parent. Since its date of incorporation, Merger Sub was formed specifically for the transactions contemplated hereby and has not carried on any business nor conducted any no operations and incurred no liabilities or obligations other than in connection with its formation and the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cig Wireless Corp.)

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