Common use of No Prior Activities Clause in Contracts

No Prior Activities. Merger Sub has not incurred nor will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement, including the Merger. Except as contemplated by this Agreement, Merger Sub had not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. As of the date of this Agreement, all of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreement).

No Prior Activities. Merger Sub has not incurred nor will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement, including the Merger. Except as contemplated by this Agreement, Merger Sub had not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. As of the date of this Agreement, all of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreement).

No Prior Activities. Merger Sub has not incurred nor will it incur any liabilities or obligationsLiabilities, except those incurred in connection with its organization and with the negotiation and execution of this Agreement and the other Transaction Documents and the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement, including the Mergerhereby and thereby. Except as contemplated by this AgreementAgreement and the other Transaction Documents, Merger Sub had not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. As of the date of this Agreement, all All of the issued and outstanding capital stock of Merger Sub is directly or indirectly owned beneficially and of record by Parent, free and clear of all Encumbrances Liens (other than those created by this Agreement transfer restrictions under applicable federal and the transactions contemplated by this Agreementstate securities or “blue sky” Laws).

No Prior Activities. Merger Sub has not incurred nor prior to the Closing will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder hereof, and the consummation of the transactions contemplated by this AgreementTransactions, including the Merger. Except as contemplated by this Agreement, Merger Sub had has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Personperson or entity, or become subject to or bound by any obligation or undertaking. As of the date of this Agreementhereof, all of the issued and outstanding capital stock limited liability company interests of Merger Sub is are owned beneficially and of record by ParentBuyer, free and clear of all Encumbrances Liens (other than those created by this Agreement and the transactions contemplated by this AgreementTransactions).

No Prior Activities. Merger Sub has not incurred nor will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder hereof, and the consummation of the transactions contemplated by this Agreementhereby, 24 26 including the Merger. Except as contemplated by this Agreement, Merger Sub had has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Personperson or entity, or become subject to or bound by any obligation or undertaking. As of the date of this Agreementhereof, all of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreementhereby). SECTION 5.7.

No Prior Activities. Merger Sub has not incurred nor will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder hereof, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger. Except as contemplated by this Agreement, Merger Sub had has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Personperson or entity, or become subject to or bound by any obligation or undertaking. As of the date of this Agreementhereof, all of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreementhereby).

No Prior Activities. Merger Sub has not incurred nor will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement, including the Merger. Except as contemplated by this Agreement, Merger Sub had not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. As of the date of this Agreement, all All of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreement).

No Prior Activities. Merger Sub has not incurred nor will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder hereof, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger. Except as contemplated by this Agreement, Merger Sub had not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Personperson or entity, or become subject to or bound by any obligation or undertaking. As of the date of this Agreementhereof, all of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreementhereby).

No Prior Activities. Merger Sub has not incurred incurred, nor will it incur incur, any liabilities or obligations, except those incurred in connection with its organization formation and with the negotiation of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement, including the Merger. Except as contemplated by this Agreement, Merger Sub had has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. As of the date of this AgreementAgreement Date, all of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreement).

No Prior Activities. Merger Sub has not incurred nor prior to the Closing will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder hereof, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger. Except as contemplated by this Agreement, Merger Sub had has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Personperson or entity, or become subject to or bound by any obligation or undertaking. As of the date of this Agreementhereof, all of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreementhereby).