MergerSub. At the Effective Time, each share of Common Stock, par value $.01 per share, of MergerSub issued and outstanding immediately prior to the Effective Time shall be converted into one share of Common Stock, par value $.01 per share, of the Surviving Corporation.
MergerSub. MergerSub was formed solely for the purpose of engaging in the Offer, the Merger and the other Transactions. As of the date hereof and as of the Effective Time, all of the outstanding shares of capital stock of MergerSub are or will be owned indirectly by Parent. As of the date hereof and as of the Effective Time, except for Liabilities incurred in connection with its formation or organization and the Transactions, MergerSub has not and will not have incurred any Liabilities or engaged in any business activities of any type whatsoever or entered into any agreements or arrangements with any Person, which would, individually or in the aggregate, impair in any material respect the ability of MergerSub to perform its obligations under this Agreement or prevent the consummation of the Transactions.
MergerSub. The entire authorized capital stock of Mergersub consists solely of 1,000 shares of Common Stock, par value $1.00 per share, of which 1,000 shares are issued and outstanding. TALX owns all issued and outstanding capital stock of Mergersub.
MergerSub. (i) At the Effective Time, the Certificate of Formation of MergerSub in effect immediately prior to the Effective Time shall be and remain the Certificate of Formation of the Surviving Entity, until otherwise thereafter amended as provided therein or by the DLLCA.
(ii) In accordance with Section 251(g) of the DGCL, at the Effective Time, the Limited Liability Company Agreement of MergerSub shall be amended and restated in the form attached hereto as Exhibit D (the “A&R LLC Agreement”) and, as so effectuated, shall continue in full force and effect as the Limited Liability Company Agreement of the Surviving Entity otherwise thereafter amended as provided therein or by the DLLCA.
MergerSub. The authorized capital stock of MergerSub consists of 10,000 shares of common stock, par value $.01 per share, of which 100 shares are issued and outstanding. The Acquiror owns all of the issued and outstanding capital stock of MergerSub. MergerSub has been organized solely to facilitate the acquisition of the Target Company by the Acquiror and, except as necessary to effect the Merger, has not held (and will not hold) any assets and has not conducted (and will not conduct) any activities.
MergerSub. MergerSub was formed solely for the purpose of effecting the Merger. MergerSub 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.
MergerSub. MergerSub hereby agrees that upon execution of this Amendment, it shall become a party to the Original Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Original Agreement as though it were an original party thereto. Each Original Agreement Party hereby consents to the addition of MergerSub as a party to the Original Agreement.
MergerSub. MergerSub was formed solely for the purpose of the Merger and engaging in the transactions contemplated hereby. As of the date hereof and the Effective Time, the capital stock of MergerSub is and will be directly owned 100% by Paradise. Further, there are not as of the date hereof and there will not be at the Effective Time any outstanding or authorized options, warrants, calls, rights, commitments or any other Contracts requiring MergerSub to issue, transfer, sell, purchase, redeem or acquire any shares of capital stock. As of the date hereof and the Effective Time, MergerSub has not and will not have incurred any obligations or liabilities or engaged in any business or activities of any type of kind whatsoever or entered into any Contract with any Person.
