Formation of Merger Subs Sample Clauses

Formation of Merger Subs. Parent has caused the Merger Subs to be organized under the laws of the State of Delaware.
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Formation of Merger Subs. Merger Sub and Second Merger Sub have been formed for the sole and exclusive purpose of acquiring and holding the Company through the Mergers, and, at all times from the time of the formation of Merger Sub and Second Merger Sub through the Closing, Merger Sub and Second Merger Sub will not and have not engaged in any activities other than such acquisition and holding activities, including any activities with any Person and do not have, and have not had at any time, any liabilities.
Sample 1
Formation of Merger Subs. Prior to the date of this Agreement, HoldCo has caused each of Avian Merger Sub, United Merger Sub and Blocker Merger Sub to be organized under the laws of the State of Delaware. HoldCo has taken all requisite action to cause the certificate of incorporation of Avian Merger Sub to be in the form of Exhibit C (the “Avian Merger Sub Charter”) and the bylaws of Avian Merger Sub to be in the form of Exhibit D (the “Avian Merger Sub Bylaws”), the certificate of formation of United Merger Sub to be in the form of Exhibit E (the “United Merger Sub Certificate”) and the limited liability company agreement of United Merger Sub to be in the form of Exhibit F (the “United Merger Sub LLCA”), and the certificate of formation of Blocker Merger Sub to be in the form of Exhibit G (the “Blocker Merger Sub Certificate”) and the limited liability company agreement of Blocker Merger Sub to be in the form of Exhibit H (the “Blocker Merger Sub LLCA”).
Sample 1

Related to Formation of Merger Subs

  • Capitalization of Merger Sub As of the date of this Agreement, 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 Effective Time will be, owned by Cingular or a direct or indirect wholly-owned Subsidiary of Cingular. 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.

  • Ownership of Merger Sub All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

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