Interim Operations of Newco. Newco was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
Interim Operations of Newco. 34 5.10 Litigation . . . . . . . . . . . . . . . . . . . . . 34 5.11 No Regulatory Disqualifications . . . . . . . . . . 34 5.12 Joint Proxy Statement-Prospectus . . . . . . . . . . 34 5.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . 35 5.14
Interim Operations of Newco. Newco was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and entering into agreements with the Equity Investors relating to the operation of the Surviving Corporation following consummation of the Merger. Newco has not owned, operated or conducted and, prior to the Effective Time, will not own, operate or conduct any businesses or activities other than in connection with its organization, the negotiation and execution of this Agreement and the Agreements with and among the Equity Investors and the consummation of the transactions contemplated hereby and thereby.
Interim Operations of Newco. Newco has been incorporated on behalf of BANC ONE solely for the purposes of accomplishing the First Step Merger, has not engaged in any other business activity and has conducted its operations only as contemplated hereby.
Interim Operations of Newco. Newco was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.
Interim Operations of Newco. Newco was formed on August 20, --------------------------- 1999 solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.
Interim Operations of Newco. 41 5.24 Year 2000................................................... 41 5.25 Reorganization; Pooling of Interests........................ 41
Interim Operations of Newco. 22 3.22 Investment...................................................................22
Interim Operations of Newco. 29 4.6 Brokers................................................ 29 4.7 Financing.............................................. 29 ARTICLE V COVENANTS.................................................. 30 5.1 Conduct of Business.................................... 30
Interim Operations of Newco. Newco will be formed immediately before the Effective Time as a corporation or other legal entity under the laws of the Commonwealth of Pennsylvania solely for the purpose of engaging in the transactions contemplated by this Agreement and will not engage in any business activities or conduct any operations other than in connection with the transactions contemplated hereby. The execution and delivery of the Joinder Agreement by Newco, and the completion by Newco of the transactions contemplated hereby, including the Merger, shall have been duly and validly approved by the Board of Directors of Newco and by Citizens in its capacity as the sole shareholder of Newco. Upon execution and delivery of the Joinder Agreement, this Agreement will have been duly and validly executed and delivered by Newco, and subject to MidCoast Shareholder Approval and the receipt of the Regulatory Approvals, and assuming due and valid execution and delivery of this Agreement by MidCoast, shall constitute the valid and binding obligation of Newco, enforceable against Newco in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.
