Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, of which 100 shares 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 indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liens.
Appears in 5 contracts
Samples: And (At Home Group Inc.), Agreement and Plan of Merger (At Home Group Inc.), Agreement and Plan of Merger (Control4 Corp)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, 100 shares of which 100 shares 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 directly or indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liens.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Glu Mobile Inc), Agreement and Plan of Merger (Electronic Arts Inc.), Agreement and Plan of Merger (Shutterfly Inc)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stockCommon Stock, par value $0.01 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding and owned by Parent as of the date hereof. There are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of the Merger Sub is, and at the Effective Time will be, owned indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all LiensSub.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CareDx, Inc.), Agreement and Plan of Merger (CareDx, Inc.), Agreement and Plan of Merger (CareDx, Inc.)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stockMerger Sub Common Stock, par value $0.01 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub Common Stock is, and at the Effective Time will be, owned indirectly by Parent (through wholly owned subsidiaries DISH or an Affiliate of Parent) free DISH. Merger Sub has not conducted any business prior to the date of this Agreement and clear has no, and prior to the Effective Time will have no, assets, liabilities or obligations of all Liensany nature other than those incident to its formation and pursuant to this Agreement, the Merger and the other transactions contemplated hereby.
Appears in 3 contracts
Samples: Master Transaction Agreement (Hughes Satellite Systems Corp), Master Transaction Agreement (EchoStar CORP), Master Transaction Agreement (DISH Network CORP)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of common stock, par value $0.01 .01 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding capital and owned by Parent. Notwithstanding any provisions to the contrary, Parent may, in its sole discretion, increase the number of shares of authorized common stock of Merger Sub is, and at the Effective Time will be, number of shares of common stock of Merger Sub issued and outstanding owned indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liens. Merger Sub has not engaged in any activities other than in connection with the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Northrop Grumman Corp)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely ---------- of 1,000 shares of common stock, par value $0.01 per sharepar value, all of which 100 shares which, as of the date hereof, are validly issued and outstandingoutstanding and are held by Parent. All of the issued and outstanding capital stock shares of Merger Sub isSub's common stock have been duly authorized and validly issued, and at are fully paid and nonassessable. Merger Sub was formed for the Effective Time will be, owned indirectly by Parent (through wholly owned subsidiaries purpose of Parent) free consummating the Merger and clear of all Lienshas no material assets or liabilities except as necessary for such purpose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of common stock, par value $0.01 per share, all of which 100 shares are validly issued and outstanding. All Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Contemplated Transactions. Parent is the sole stockholder and owns all of the issued and outstanding capital stock interests of Merger Sub is, and at the Effective Time will be, owned indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all LiensSub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BioNTech SE), Agreement and Plan of Merger (Neon Therapeutics, Inc.)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, $0.001 par value $0.01 per share, of which 100 shares are validly issued and outstandingshare (“Merger Sub Common Stock”). All As of the issued and outstanding capital stock date of this Agreement, 1,000 shares of Merger Sub isCommon Stock are outstanding, all of which are validly issued, fully paid and at the Effective Time will be, owned indirectly nonassessable and are held by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liens.
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Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of common stock, par value $0.01 per share, all of which 100 shares 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 directly or indirectly by Parent (through wholly owned subsidiaries Parent. Merger Sub was formed solely for the purpose of Parent) free effecting the Merger and clear of all Lienshas not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PRA Health Sciences, Inc.)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of common stock, par value $0.01 per share, all of which 100 shares are validly issued and outstanding. All Parent is the sole shareholder of Merger Sub. Merger Sub has been formed solely for the purpose of the issued Merger, has not conducted any business and outstanding capital stock of Merger Sub ishas no, and at prior to the Effective Time will behave no, owned indirectly assets, liabilities or obligations of any nature other than those incident to its formation, continued existence and pursuant to this Agreement and the Merger and the other transactions contemplated by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liensthis Agreement.
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Merger Sub. (a) The As of the date hereof, the authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, of which 100 shares are validly issued and outstanding. All of the , and such issued and outstanding capital stock of shares were all validly issued. Merger Sub iswas formed solely for the purpose of engaging in the Transactions, and at and, prior to the Effective Time Time, Merger Sub will be, owned indirectly by Parent (through wholly owned subsidiaries of Parent) free have engaged in no business and clear of all Lienshave no Liabilities or obligations other than in connection with the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diversicare Healthcare Services, Inc.)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 0.0001 per share, of which 100 1,000 shares 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 indirectly directly by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of common stock, par value $0.01 per share, all of which 100 shares 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 indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Brass & Copper Holdings, Inc.)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of common stock, par value $0.01 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding capital and owned by Parent. Notwithstanding any provisions to the contrary, Parent may, in its sole discretion, increase or decrease the number of shares of authorized common stock of Merger Sub is, and at the Effective Time will be, number of shares of common stock of Merger Sub issued and outstanding owned indirectly by Parent (through wholly owned subsidiaries of Parent) free . Merger Sub has not engaged in any activities other than in connection with its formation and clear of all Liensthe transactions contemplated by this Agreement.
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Merger Sub. (a) 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 100 shares 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 indirectly by Parent (through or a wholly owned subsidiaries Subsidiary of Parent) Parent free and clear of all Liens.
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Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per sharepar value, 100 of which 100 shares which, as of the date hereof, are validly issued and outstandingoutstanding and are held by Parent. All of the issued and outstanding capital stock shares of Merger Sub isSub's common stock have been duly authorized and validly issued, and at are fully paid and nonassessable. Merger Sub was formed for the Effective Time will be, owned indirectly by Parent (through wholly owned subsidiaries purpose of Parent) free consummating the Merger and clear of all Lienshas no material assets or liabilities except as necessary for such purpose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flextronics International LTD)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, 1,000 shares of which 100 shares 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 directly or indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liens.
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Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, no par value $0.01 per share, one share of which 100 shares are validly issued and outstanding. All of the is issued and outstanding capital stock of and held by Parent. Merger Sub is, was formed solely for the purpose of engaging in the Merger and at has not engaged in any business activities or conducted any operations other than in connection with the Effective Time will be, owned indirectly transactions contemplated by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liensthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of common stock, par value $0.01 per share, 100 shares of which 100 shares are validly issued and outstanding. All outstanding shares of the issued and outstanding capital stock of Merger Sub isare duly authorized, validly issued, fully paid and at nonassessable. Parent owns all of the Effective Time will beoutstanding shares of capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Merger and the other Transactions and has not owned any assets, owned indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liensengaged in any business activities or conducted any operations.
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Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, of which 100 1,000 shares 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 directly or indirectly by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liens.
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Merger Sub. (a) The authorized capital stock of Merger Sub consists solely of 1,000 2,500 shares of common stock, par value $0.01 1.00 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding capital stock of and owned by Parent. Merger Sub is, has not engaged in any activities other than in connection with its formation and at the Effective Time will be, owned indirectly transactions contemplated by Parent (through wholly owned subsidiaries of Parent) free and clear of all Liensthis Agreement.
Appears in 1 contract
Merger Sub. (a) The As of the date hereof, the authorized capital stock of Merger Sub consists solely of 1,000 100,000 shares of common stock, par value $0.01 0.0001 per share, of which 100 shares are validly issued and outstanding. All of the , and such issued and outstanding capital stock of shares were all validly issued. Merger Sub iswas formed solely for the purpose of engaging in the Transactions, and at and, prior to the Effective Time Time, Merger Sub will be, owned indirectly by Parent (through wholly owned subsidiaries of Parent) free have engaged in no business and clear of all Lienshave no Liabilities or obligations other than in connection with the Transactions.
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