Capitalization of Merger Sub. As of the date hereof, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may, directly or indirectly, acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (MWI Veterinary Supply, Inc.), Merger Agreement (Amerisourcebergen Corp)
Capitalization of Merger Sub. As of the date hereof, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $0.01 per share, 10 shares of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned directly by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may, may directly or indirectly, indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement Agreement, the Financing and the TransactionsMerger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Dell Inc)
Capitalization of Merger Sub. As of the date hereof, the The authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, no par value $0.01 per share. All of the issued and outstanding shares of capital stock of Merger Sub ishave been validly issued, are fully paid and nonassessable and are owned directly by, and at the Effective Time will be, be owned directly by by, Parent, free and clear of all Liens. Merger Sub has outstanding no option, warrant, right, right or any other agreement pursuant to which any Person other than Parent may, directly or indirectly, may acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger Agreement and has not conducted any business prior to the date hereof and has, transactions contemplated hereby and prior to the Effective Time will have, have engaged in no assets, other business activities and will have incurred no liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Transactionstransactions contemplated by this Agreement, including the Merger.
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Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized share capital stock of Merger Sub consists is NIS 10,000, consisting of 100 shares of common stock1,000,000 ordinary shares, par value $NIS 0.01 per shareeach, all of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, owned directly by Direct Parent. All of the issued and outstanding share capital of Direct Parent is, and at the Effective Time will be, indirectly owned by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may, directly or indirectly, acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement Agreement, the Merger and the Transactionsother transactions contemplated by this Agreement.
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Capitalization of Merger Sub. As of the date hereof, the authorized capital stock of Merger Sub consists of 100 1000 shares of common stock, par value $0.01 0.00001 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 Effective Time will be, directly or indirectly owned directly by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may, may directly or indirectly, indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the TransactionsMerger and the other transactions contemplated by this Agreement.
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Capitalization of Merger Sub. As of the date hereof, the authorized capital stock Capital Stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share. All of the issued and outstanding capital stock Capital Stock of Merger Sub is, and at the Effective Time will be, owned directly by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may, directly or indirectly, acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Transactions.
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Samples: Merger Agreement (Bravo Brio Restaurant Group, Inc.)
Capitalization of Merger Sub. As of the date hereof, the authorized capital stock of Merger Sub consists of 100 5,000 shares of common stock, par value $0.01 per share, 100 shares of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned directly by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may, may directly or indirectly, indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement Agreement, the Financing and the TransactionsMerger and the other transactions contemplated by this Agreement.
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Samples: Merger Agreement (Asta Funding Inc)
Capitalization of Merger Sub. As of the date hereof, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may, directly or indirectly, acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement Agreement, the Financing and the TransactionsMerger and the other transactions contemplated by this Agreement.
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Samples: Merger Agreement (Pike Corp)