Merger Subsidiary Sample Clauses
Merger Subsidiary. At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
Merger Subsidiary. Parent will take all action necessary (a) to cause Merger Subsidiary to perform its obligations under this Agreement and to commence the Offer and consummate the Merger on the terms and subject to the conditions set forth in this Agreement and in accordance with the VSCA as promptly as is reasonably practicable following completion of the Offer and (b) to ensure that, prior to the Effective Time, Merger Subsidiary shall not conduct any business or make any investments other than in connection with the transactions contemplated by this Agreement.
Merger Subsidiary. Merger Subsidiary is a newly-formed direct wholly-owned Subsidiary of Parent that has engaged in no business activities other than as specifically contemplated by this Agreement.
Merger Subsidiary. (a) Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The authorized capital stock of Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share, all of which are validly issued and outstanding and are, and at the Effective Time will be, owned solely by Parent, and there are (i) no other voting securities of Merger Subsidiary, (ii) no securities of Merger Subsidiary convertible into or exchangeable for shares of common stock or other voting securities of Merger Subsidiary and (iii) no options or other rights to acquire from Merger Subsidiary, and no obligations of Merger Subsidiary to issue or deliver, shares of common stock or other voting securities or securities convertible into or exchangeable for shares of common stock or other voting securities of Merger Subsidiary.
(c) Merger Subsidiary has not conducted any business prior to the date hereof and has no, 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 and the Merger and the other transactions contemplated by this Agreement.
Merger Subsidiary. Except as set forth in the Parent Disclosure Schedule, all of the outstanding capital stock of Merger Subsidiary is owned by Parent free and clear of any lien, claim or encumbrance or any agreement with respect thereto. Since the date of its incorporation, Merger Subsidiary has not engaged in any activity of any nature except in connection with or as contemplated by this Agreement and the Articles of Merger.
Merger Subsidiary. 1 Company...........................1
Merger Subsidiary. Buyer Sub has engaged and until the Effective Time will engage in no business and has, and at the Effective Time will have, no liabilities, in each case, other than by reason of this Agreement.
Merger Subsidiary. Following the execution of this Agreement, Parent shall form a merger subsidiary (“Merger Subsidiary”), all of the issued and outstanding capital stock of which shall be owned directly by Parent.
Merger Subsidiary. Merger Subsidiary" shall mean Worldpages Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Parent.
Merger Subsidiary. In the event that it is determined by Solterra prior to closing that the Exchange Transaction may not tax free to all parties without a merger taking place, then Hague Corporation shall form a Delaware merger sub into which Solterra shall be merged with Solterra as the surviving corporation. In this event, Solterra’s Certificate of Incorporation and By-Laws shall become the surviving corporation’s Certificate of Incorporation and By-Laws. In addition, promptly after closing, an appropriate Merger Certificate shall be filed in the State of Delaware and the Merger shall become effective upon the filing of said Merger Certificate with the Secretary of State of the State of Delaware.