Interim Operations of the Merger Sub. The Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has not engaged in any other business activities and has conducted its operations only as contemplated hereby.
Interim Operations of the Merger Sub. The Merger Sub 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. Section 5.6 Capitalization of the Merger Sub; Interests in the Company. The authorized capital stock of the Merger Sub consists of the Merger Sub Common Stock. As of the close of business on March 27, 1998, 1,000 shares of the Merger Sub Common Stock were issued and outstanding, all of which are entitled to vote, and no shares of the Merger Sub Common Stock were held in the Merger Sub's treasury. All the outstanding shares of the Merger Sub's capital stock are duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, there will be, at the Effective Time, (a) no shares of capital stock or other voting securities of the Merger Sub, (b) no securities of the Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of the Merger Sub and (c) no options or other rights to acquire from the Merger Sub, and no obligation of the Merger Sub to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Merger Sub (the items referred to in clauses (a), (b) and (c) being referred to collectively as the "Merger Sub Securities"). There are no outstanding obligations of the Merger Sub to repurchase, redeem or otherwise acquire any the Merger Sub Securities. As of the date hereof, Acquiror and the Merger Sub do not beneficially hold any shares of Common Stock. Section 5.7
Interim Operations of the Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. The Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, the Merger Sub is not a party to any Contract other than this Agreement and Contracts with respect to the appointment of registered agents and similar matters.
