Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.
Appears in 18 contracts
Samples: Merger Agreement (Lumos Pharma, Inc.), Merger Agreement (Rain Oncology Inc.), Merger Agreement (Jounce Therapeutics, Inc.)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Transactions and has engaged in no business other than in connection with the transactions contemplated by this Agreementactivities incidental thereto. All Either Parent or a wholly owned (direct or indirect) Subsidiary of Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 6 contracts
Samples: Merger Agreement (CSLM Acquisition Corp.), Merger Agreement (Swiftmerge Acquisition Corp.), Merger Agreement (BYTE Acquisition Corp.)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.
Appears in 4 contracts
Samples: Merger Agreement (Sierra Monitor Corp /Ca/), Merger Agreement (Aruba Networks, Inc.), Merger Agreement (Hewlett Packard Co)
Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated hereby and by this Agreement, has engaged in no other business other than in connection with the transactions activities and has conducted its operations only as contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.
Appears in 4 contracts
Samples: Merger Agreement (Medplus Inc /Oh/), Merger Agreement (Medplus Inc /Oh/), Merger Agreement (Medplus Inc /Oh/)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentVMware.
Appears in 4 contracts
Samples: Merger Agreement (Pivotal Software, Inc.), Merger Agreement (Dell Technologies Inc), Merger Agreement (Dell Technologies Inc)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent. Merger Sub was formed solely for the purpose of consummating the Merger and the other transactions contemplated by this Agreement and has engaged in no business other than in connection with the foregoing.
Appears in 4 contracts
Samples: Merger Agreement (NCR Corp), Merger Agreement (Retalix LTD), Merger Agreement (Retalix LTD)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and activities incidental thereto and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreementhereby and those incident to its formation. All Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 3 contracts
Samples: Merger Agreement (XRS Corp), Merger Agreement (Greenway Medical Technologies Inc), Merger Agreement (Websense Inc)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Contemplated Transactions and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this AgreementContemplated Transactions. All Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 3 contracts
Samples: Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc)
Merger Sub. Merger Sub was has been formed solely for the purpose of engaging in the transactions contemplated hereby and has and, as of the Effective Time, will not have engaged in no business any activities other than in connection with the transactions contemplated by this Agreement. All Parent is, and will be at the Effective Time, the owner of all the issued and outstanding shares of capital stock of Merger Sub. The outstanding shares of capital stock of Merger Sub is owned directly or indirectly by Parentare validly issued, fully paid, nonassessable and free of preemptive rights.
Appears in 3 contracts
Samples: Merger Agreement (12th Street Financial, LLC), Merger Agreement (Harborview Master Fund Lp), Merger Agreement (Hepalife Technologies Inc)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby by this Agreement, is wholly-owned directly and has beneficially by Parent and, prior to the Effective Time, Merger Sub will have engaged in no business and have no Liabilities or obligations other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.
Appears in 3 contracts
Samples: Merger Agreement (AMICAS, Inc.), Merger Agreement (Merge Healthcare Inc), Merger Agreement (AMICAS, Inc.)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentAcquirer.
Appears in 2 contracts
Samples: Merger Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions activities contemplated by this Agreement. All Either Parent or a wholly owned (direct or indirect) Subsidiary of Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parentand Merger Sub has no Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (IX Acquisition Corp.), Merger Agreement (Aerkomm Inc.)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and Transactions, has engaged in no other business other than in connection with the transactions activities, has incurred no material liabilities, and has conducted its operations only as contemplated by this Agreementhereby. All The Parent indirectly owns, beneficially and of record, all of the issued and outstanding capital stock shares of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 2 contracts
Samples: Merger Agreement (Saifun Semiconductors Ltd.), Merger Agreement (Saifun Semiconductors Ltd.)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Contemplated Transactions and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this AgreementContemplated Transactions. All Parent owns 100% of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allos Therapeutics Inc), Merger Agreement (Spectrum Pharmaceuticals Inc)
Merger Sub. Merger Sub was formed solely for the purpose of ---------- engaging in the transactions contemplated hereby Merger and has not engaged in no any business activities or conducted any operations other than in connection with the Merger and the other transactions contemplated by this Agreement. All As of the issued and Effective Time, all of the outstanding capital stock of Merger Sub is will be owned directly or indirectly by Parent.
Appears in 2 contracts
Samples: Merger Agreement (Peregrine Systems Inc), Merger Agreement (Remedy Corp)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Merger and has not engaged in no any business activities or conducted any operations other than in connection with the Merger and the other transactions contemplated by this Agreement. All As of the issued and Effective Time, all of the outstanding capital stock of Merger Sub is will be owned directly or indirectly by Parent.
Appears in 1 contract
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and by this Agreement, has engaged in no other business other than in connection with the transactions activities and has conducted its operations only as contemplated by this Agreement. All As of the issued and date hereof, all of the outstanding capital stock of Merger Sub is owned directly or indirectly beneficially and of record by ParentAcquiror, free and clear of all encumbrances (other than those created by this Agreement and the transactions contemplated hereby).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sigmatel Inc)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Contemplated Transactions, and has engaged in no business other than in connection with the transactions activities except as contemplated by this Agreement. All Parent owns all of the issued and outstanding shares of capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 1 contract
Samples: Merger Agreement (Verity Inc \De\)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby herein and has engaged in no business other than in connection with the transactions contemplated by this Agreementactivities incidental thereto. All Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 1 contract
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and hereby, has engaged in no other business other than in connection with the transactions activities and has conducted its operations only as contemplated by this Agreementhereby. All of the issued and outstanding capital stock shares of Merger Sub is are owned directly or indirectly by Parent, free and clear of all Liens, other than restrictions and encumbrances imposed under the Securities Act or other applicable law.
Appears in 1 contract
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned owned, directly or indirectly indirectly, by Parent. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, and has engaged in no business activities other than the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Electro Rent Corp)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby by this Agreement and has engaged in no business other than in connection with the transactions contemplated by this Agreementhereby. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.
Appears in 1 contract
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned owned, directly or indirectly indirectly, by Parent. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement and the Original Agreement, and has engaged in no business activities other than the transactions contemplated by this Agreement and the Original Agreement.
Appears in 1 contract
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreementhereby and those incident to its formation. All Parent owns beneficially and of record all of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 1 contract
Merger Sub. Merger Sub was is wholly-owned by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.
Appears in 1 contract
Merger Sub. Merger Sub was formed solely for the purpose of engaging in entering into the transactions contemplated hereby Transactions, and since the date of its incorporation, Merger Sub has engaged in no not carried on any business other than in connection with those relating to the transactions contemplated by this AgreementMerger and the performance of its obligations hereunder and matters ancillary thereto. All Parent owns, directly or indirectly, all of the issued and outstanding capital stock Equity Interests of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 1 contract
Samples: Merger Agreement (Neulion, Inc.)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Transactions and has engaged in no business other than in connection with the transactions contemplated by this AgreementTransactions. All of the issued and outstanding capital stock of each of Merger Sub is owned directly or indirectly by Parent.
Appears in 1 contract
Merger Sub. Each Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of each Merger Sub is owned directly or indirectly by ParentPurchaser.
Appears in 1 contract
Samples: Plan of Merger and Equity Purchase Agreement (RumbleON, Inc.)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Merger and the other Transactions and has not engaged in no any business activities or conducted any operations, in each case since the date of its incorporation other than in connection with the transactions contemplated by this AgreementMerger and the other Transactions. All Parent owns beneficially and of the record all issued and outstanding shares of capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 1 contract
Merger Sub. Merger Sub Sub: (a) was formed solely for the purpose of engaging in effecting the transactions contemplated hereby Merger and has engaged in no business activities other than in connection with those related to the transactions contemplated by this Agreement; and (b) is a direct, wholly-owned Subsidiary of Parent. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parentand has been for its entire existence properly treated as a corporation for U.S. federal income and applicable state and local Tax purposes.
Appears in 1 contract
Merger Sub. Merger Sub was formed solely specifically for the purpose of engaging in the transactions contemplated hereby and since its date of incorporation, Merger Sub has engaged in no not carried on any business nor conducted any operations other than in connection with the transactions contemplated by execution of this Agreement, the performance of its obligations under this Agreement and matters ancillary thereto. All of Parent is the issued and outstanding capital stock sole stockholder of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 1 contract
Merger Sub. Merger Sub is wholly-owned by Parent. Merger Sub was formed by Parent solely for the purpose of engaging in completing the transactions contemplated hereby hereunder and has engaged in no business activities other than in connection with the transactions operations as contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.
Appears in 1 contract
Samples: Merger Agreement (Taleo Corp)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated hereby and has engaged in no business and has incurred no liabilities other than in connection with the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by Parent.
Appears in 1 contract
Samples: Merger Agreement (Neustar Inc)
Merger Sub. (a) Merger Sub was formed solely for the purpose of engaging in the transactions Merger and the Transactions contemplated hereby and by this Agreement, has engaged in no other business other than in connection with activities and has conducted its operations only as contemplated hereby. Parent is the transactions contemplated by this Agreement. All sole owner of all outstanding limited liability company interests of the issued and outstanding capital stock of Merger Sub is owned directly or indirectly by ParentSub.
Appears in 1 contract
Samples: Merger Agreement (Powerhouse Technologies Group Inc)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and hereby, has engaged in no other business other than in connection with the transactions activities and has conducted its operations only as contemplated by this Agreement. All of the issued and outstanding capital stock shares of Merger Sub is are owned directly or indirectly by ParentAcquiror, free and clear of all liens, other than restrictions and encumbrances imposed under applicable securities laws or other applicable Legal Requirements.
Appears in 1 contract
Samples: Merger Agreement (Nuvasive Inc)
Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby Merger and has not engaged in no any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement, including the Merger. All As of the issued and Effective Time, all of the outstanding capital stock of Merger Sub is will be owned directly or indirectly by Parent.
Appears in 1 contract