Merger Sub’s Operations Clause Samples
The 'Merger Sub’s Operations' clause defines the permitted activities and conduct of the subsidiary company created specifically for the purpose of facilitating a merger transaction. Typically, this clause restricts the Merger Sub from engaging in any business operations or incurring liabilities outside of those necessary to complete the merger, such as entering into the merger agreement or performing related administrative tasks. By clearly limiting the scope of the Merger Sub’s actions, this clause ensures that the entity remains a clean vehicle for the transaction, minimizing risk and preventing unintended obligations or complications prior to the merger’s completion.
Merger Sub’s Operations. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not owned any assets, engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
Merger Sub’s Operations. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not owned any assets, engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby or as required in connection with the Debt Commitment. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub.
Merger Sub’s Operations. Buyer owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions and has not engaged in any business activities or conducted any operations other than in connection with such Transactions.
Merger Sub’s Operations. Merger Sub has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Offer, the Merger and the Contemplated Transactions.
Merger Sub’s Operations. 30 Section 4.20
Merger Sub’s Operations. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions and has not (and as of the Closing, will not have) engaged in any business activities or conducted any operations other than in connection with such Transactions.
Merger Sub’s Operations. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not (i) engaged in any business activities, (ii) conducted any operations other than in connection with the transactions contemplated hereby or (iii) incurred any liabilities other than in connection with the transactions contemplated hereby. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Amoco, this Agreement constitutes a valid and binding agreement of Merger Sub enforceable against Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. BP, as Merger Sub's sole stockholder has approved Merger Sub's execution of this Agreement.
Merger Sub’s Operations. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement, and Merger Sub has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Merger and the other transactions contemplated hereby.
Merger Sub’s Operations. Merger Sub has not engaged in any business activities or conducted any operations, and has not incurred liabilities or obligations of any nature, other than in connection with the transactions contemplated hereby.
Merger Sub’s Operations. Merger Sub has not incurred, directly or indirectly, any liabilities or obligations, and has acquired no assets of any kind, except those incurred or acquired in connection with its incorporation or with the negotiation of this Agreement and the consummation of the transactions contemplated hereby. Merger Sub has been formed solely to facilitate the transactions contemplated by this Agreement and is not engaged, directly or indirectly, in any business or activity of any type or kind.