Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date will be, owned, directly or indirectly, by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and prior to the Closing Date will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement.
Appears in 8 contracts
Samples: Merger Agreement (ATN International, Inc.), Merger Agreement (Alaska Communications Systems Group Inc), Merger Agreement (Alaska Communications Systems Group Inc)
Capitalization and Operation of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 100 shares of common stock, par value $0.01 0.001 per share, all of which shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, directly or indirectly, by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementhereby or otherwise incidental or ancillary to the Transactions.
Appears in 3 contracts
Samples: Merger Agreement (Gurnet Holding Co), Merger Agreement (Corium International, Inc.), Merger Agreement (Bioverativ Inc.)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 100 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date will be, owned, directly or indirectly, by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and prior to the Closing Date will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (DSP Group Inc /De/), Merger Agreement (DSP Group Inc /De/), Merger Agreement (SYNAPTICS Inc)
Capitalization and Operation of Merger Sub. The authorized share capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which 1,000 shares are validly issued and outstanding. All of the issued and outstanding capital stock shares of Merger Sub isare, and at the Closing Date Effective Time will be, owned, directly owned by Parent or indirectly, by Parenta direct or indirect wholly owned Parent Subsidiary. Merger Sub has been was formed solely for the purpose of engaging in the transactions contemplated by Transactions, and it has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and prior to the Closing Date will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this AgreementTransactions.
Appears in 3 contracts
Samples: Merger Agreement (Wesco International Inc), Merger Agreement (Anixter International Inc), Merger Agreement (Wesco International Inc)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date will be, owned, directly or indirectly, owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and prior to the Closing Date will have engaged in no other business activities and will have incurred no liabilities or obligations other than as in connection with the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RMG Networks Holding Corp), Merger Agreement (Mac-Gray Corp)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, owned directly or indirectly, indirectly by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement hereby and prior to the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities Liabilities or obligations other than as contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Merger Agreement (Endurance International Group Holdings, Inc.), Merger Agreement (Constant Contact, Inc.)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all 100 shares of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, owned directly or indirectly, indirectly by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Merger Agreement (Actuate Corp), Merger Agreement (Open Text Corp)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, directly or indirectly, owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Merger Agreement (Gentiva Health Services Inc), Merger Agreement (Odyssey Healthcare Inc)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 .001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, owned directly or indirectly, indirectly by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to the Closing Date Effective Time will have engaged in no other business activities or hold any assets (other than those necessary to perform under this Agreement) and will have incurred no liabilities or obligations other than as contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Merger Agreement (JetPay Corp), Agreement and Plan of Merger (NCR Corp)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all share (of which are validly one share is issued and outstanding), and 1,000 shares of preferred stock, par value $0.01 per share (of which none are issued and outstanding). All of the issued and outstanding capital stock of Merger Sub is, and at as of the Closing Date Effective Time will be, owned, directly or indirectly, owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to through the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementin connection with the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (AdTheorent Holding Company, Inc.), Merger Agreement (AdTheorent Holding Company, Inc.)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date will be, owned, directly or indirectly, owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and prior to the Closing Date will have engaged in no other business activities and will have incurred no liabilities or obligations other than as in connection with the transactions contemplated by this Agreement.hereby. Section 5.06
Appears in 1 contract
Samples: Merger Agreement (Lionbridge Technologies Inc /De/)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, wholly-owned directly or indirectly, indirectly by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to the Closing Date Effective Time will have engaged in no other business activities or hold any assets (other than those necessary to perform under this Agreement) and will have incurred no liabilities or obligations other than as contemplated by this Agreementhereby.
Appears in 1 contract
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date will be, owned, directly or indirectly, owned by ParentPurchaser. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and prior to the Closing Date will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Carbonite Inc)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 100 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at as of the Closing Date Effective Time will be, owned, directly or indirectly, owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to through the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementin connection with the Transactions.
Appears in 1 contract
Capitalization and Operation of Merger Sub. (a) The authorized capital stock of Merger Sub consists of 1,000 one thousand (1,000) shares of common stock, par value $0.01 per share, all of which are validly issued and outstandingoutstanding and are not subject to any pre-emptive rights. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, directly or indirectly, owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as in connection with the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Samples: Merger Agreement (Advance America, Cash Advance Centers, Inc.)
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date will be, owned, directly or indirectly, owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and prior to the Closing Date will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement.
Appears in 1 contract
Capitalization and Operation of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, directly or indirectly, owned indirectly by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementhereby.
Appears in 1 contract
Capitalization and Operation of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Closing Date Effective Time will be, owned, owned directly or indirectly, indirectly by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and prior to the Closing Date Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementhereby.
Appears in 1 contract
Samples: Merger Agreement (Daegis Inc.)