Common use of Merger Subsidiary Clause in Contracts

Merger Subsidiary. (a) Merger Subsidiary was formed solely for the purpose of engaging in the Offer, the Merger and the other transactions contemplated herein and has not engaged in any business activities or conducted any operations, in each case since the date of its incorporation, other than in connection with the Offer, the Merger and the other transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eos Petro, Inc.), Agreement and Plan of Merger (Dune Energy Inc)

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Merger Subsidiary. (a) Merger Subsidiary was formed solely for the purpose of engaging in the Offer, the Merger and the other transactions contemplated herein by this Agreement, has engaged in no other business activities, and has not engaged in any business activities or conducted any operations, in each case since the date of its incorporation, other than in connection with the Offer, the Merger and the other transactionsoperations only as contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unica Corp)

Merger Subsidiary. (a) The Merger Subsidiary was formed solely for the purpose of engaging effecting the transactions contemplated by this Agreement and, except for such obligations or liabilities incurred in the Offerconnection with its incorporation or organization, and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, the Merger and the other transactions contemplated herein and Subsidiary has not and will not have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or conducted kind whatsoever or entered into any operations, in each case since the date of its incorporation, other than in connection agreements or arrangements with the Offer, the Merger and the other transactionsany person.

Appears in 1 contract

Samples: Voting Agreement (Mobilemedia Corp)

Merger Subsidiary. (a) The Merger Subsidiary was formed solely for the purpose of engaging in the Offertransactions contemplated hereby. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated hereby, the Merger and the other transactions contemplated herein and Subsidiary has not incurred any obligations or liabilities or engaged in any business or activities of any type or conducted kind whatsoever or entered into any operations, in each case since the date of its incorporation, other than in connection agreements or arrangements with the Offer, the Merger and the other transactionsany Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premier Industrial Corp)

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Merger Subsidiary. (a) The Merger Subsidiary was formed solely for the purpose of engaging effecting the transactions contemplated by this Agreement and, except for such obligations or liabilities incurred in the Offerconnection with its incorporation or organization, and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, the Merger and the other transactions contemplated herein and Subsidiary has not and will not have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or conducted kind whatsoever or entered into any operations, in each case since the date of its incorporation, other than in connection agreements or arrangements with the Offer, the Merger and the other transactions.any person. 3.21

Appears in 1 contract

Samples: 1 Agreement and Plan of Merger (Arch Communications Group Inc /De/)

Merger Subsidiary. (a) Merger Subsidiary was formed solely for the purpose of engaging in the Offer, the Merger and the other transactions contemplated herein hereby and has not engaged in any no business activities or conducted any operations, in each case since the date of its incorporation, other than in connection with the Offer, transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger and the other transactionsSubsidiary is owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Logicvision Inc)

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