Common use of Interim Operations of Merger Subsidiary Clause in Contracts

Interim Operations of Merger Subsidiary. Merger Subsidiary was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Subsidiary has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Appears in 1 contract

Samples: Merger Agreement (Riverstone Networks Inc)

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Interim Operations of Merger Subsidiary. Merger Subsidiary was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement. Merger Subsidiary (i) has not conducted, and will not prior to the Effective Time conduct, any business and (ii) has engaged no, and prior to the Effective Time will have no, assets or liabilities, except in no other business activities and has conducted its operations only as either case, in connection with the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Subsidiary has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to is owned directly by Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Appears in 1 contract

Samples: Merger Agreement (Affymetrix Inc)

Interim Operations of Merger Subsidiary. Merger Subsidiary was will be ----------------------------------------- formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreementhereby and, has as of the Closing Date, will have engaged in no business other business activities and has conducted its operations only as than in connection with the transactions contemplated by this Agreement. Merger Subsidiary has no liabilities and, except for a subscription agreement pursuant to which all will be an indirect wholly owned subsidiary of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Appears in 1 contract

Samples: Merger Agreement (Tucker Anthony Sutro)

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Interim Operations of Merger Subsidiary. Merger Subsidiary was will be formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreementhereby and, has as of the Closing Date, will have engaged in no business other business activities and has conducted its operations only as than in connection with the transactions contemplated by this Agreement. Merger Subsidiary has no liabilities and, except for a subscription agreement pursuant to which all will be an indirect wholly owned subsidiary of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Appears in 1 contract

Samples: Merger Agreement (Royal Bank of Canada \)

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