CERTAIN INFORMATION CONCERNING MERGER SUB AND PARENT Sample Clauses

CERTAIN INFORMATION CONCERNING MERGER SUB AND PARENT. Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent. Merger Sub was organized by Parent to acquire Esperion and has not conducted any unrelated activities since its organization. All outstanding shares of capital stock of Merger Sub are owned by Parent. The principal executive office of Merger Sub is located at the same address as Parent's principal executive office listed below, and its telephone number at that address is the same telephone number as Parent's telephone number listed below. Parent is a Delaware corporation with its principal executive office located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Parent's telephone number at that address is (000) 000-0000. Parent is a research-based, global pharmaceutical company. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Merger Sub and Parent are listed in Schedule I to this Offer to Purchase. During the last five years, none of Merger Sub, Parent or, to the best knowledge of Merger Sub and Parent, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws. Except as set forth in the next sentence and as otherwise described in this Offer to Purchase, none of Merger Sub, Parent or, to the knowledge of Merger Sub and Parent, any of the persons listed in Schedule I to this Offer to Purchase, or any associate or majority-owned subsidiary of Parent, Merger Sub or any of the persons listed in Schedule I to this Offer to Purchase, beneficially owns any equity security of Esperion, and none of Merger Sub, Parent or, to the knowledge of Merger Sub and Parent, any of the other persons or entities referred to above, or any of the respective directors, executive officers or subsidiaries of any of the foregoing, has effected any transaction in any equity security of Esperion during the past 60 days. On December 8, 2003, Xxxxxxx X. Xxxxx, a director of Parent, purchased 500 shares of Esperion common stock to cover a...
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Related to CERTAIN INFORMATION CONCERNING MERGER SUB AND PARENT

  • Merger Sub Compliance Parent shall cause Merger Sub to comply with all of Merger Sub’s obligations under or relating to this Agreement. Merger Sub shall not engage in any business which is not in connection with the merger of Merger Sub with and into the Company pursuant to this Agreement.

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely 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 Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, 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 Merger and the other transactions contemplated by this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Except as set forth in the Parent Disclosure Letter, Parent and each Merger Sub represent and warrant to the Company:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

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