No Activity. The Parties to this Agreement expressly agree that there will be no activity within the meaning of Section 1 above threatened, declared, authorized, counselled, aided or brought about on its part.
No Activity. Holding was incorporated on July 28, 2003. Since its inception, Holding has not engaged in any activity, other than such actions in connection with (i) its organization, (ii) the purchase of all of the outstanding capital stock of Acquisition and (iii) the preparation, negotiation and execution of the Pinnacle Merger Agreement and the transaction documents under and relating to the Pinnacle Merger Agreement, this Agreement and the other Transaction Documents and the transactions contemplated thereby and hereby. Holding does not have any operations, has not generated any revenues and does not have any liabilities other than those incurred (a) in connection with the foregoing, (b) in association with the Pinnacle Merger as provided by the Pinnacle Merger Agreement and (c) in connection with the financing under the Pinnacle Senior Credit Facility and the Debt Commitment Letter.
No Activity. From and after the date hereof, Holding shall not conduct any operations, or incur any liabilities or obligations other than those described in Section 8.12 hereof.
No Activity. Since its date of formation, Merger Sub has engaged in any activities other than in connection with this Agreement and the Transactions.
No Activity. From and after the date hereof, Holding shall not conduct any operations, or incur any liabilities or obligations other than those described in Section 8.12 hereof; provided, that Holding (a) may adopt an employee stock purchase plan providing for the issuance of up to $5,000,000 in value in the aggregate of Holding's common stock (i) on or about the Closing Date, to management employees of the Reorganized Company at a price per share based on a $500 million equity value of the Reorganized Company and (ii) thereafter to new management employees of the Reorganized Company, as determined by the Board of Directors of Holding or the Compensation Committee thereof, at a price per share equal to the fair market value of a share of Holding's common stock as determined by the Board of Directors of Holding, and (b) may amend its certificate of incorporation to increase the number of its authorized shares of common stock in connection therewith.
8. Amendments to Article XI.
(a) The following shall be inserted as a new Section 11.2(m):
No Activity. Except for activities in connection with its formation and arrangements with its lenders necessary to acquire the Assets at Closing, Purchaser has transacted no business and entered into no agreements relative to the Business.
No Activity. (a) Newco Holding was organized on June 5, 1997, Newco A was organized on January 15, 1997 and Newco B was organized on January 15, 1997. Neither Newco Holding, Newco A nor Newco B will have, at any time prior to the Closing, (i) acquired any properties or assets, whether real, personal or mixed, tangible or intangible, other than (A) the deposit of its stated capital in a bank account and interest earned thereon and (B) the acquisition by Newco Holding of the Newco A Shares and the Newco B Shares, (ii) incurred any liability or obligation, other than current taxes on its stated capital, (iii) engaged in any business or activity of any kind whatsoever or (iv) entered into, or become subject
No Activity. Immediately prior to the Closing (and after giving effect to the Redemptions), none of the Blockers will own any assets or property other than Company Interests. The Blockers: (i) have never had and do not have any employees or contractors, (ii) have never been and are not a party to any contracts or agreements other than their Organizational Documents, (iii) do not and have never conducted or engaged in any business or activities (other than their ownership interest in the Company either prior to, or after giving effect to, the Redemptions, as applicable) and (iv) do not have any assets (other than their ownership interests in the Company, collectively, not exceeding ten and nine-tenths of one percent (10.9%) of the total membership interests of the Company, collectively), liabilities, Indebtedness or obligations of any nature (whether known or unknown, absolute, accrued, contingent or otherwise), other than in respect of Taxes.
No Activity. 2.1 Since its incorporation, the Company has not carried out any activities, trade or business or entered into any agreements or arrangements (save for this Agreement, the Global Tax Matters Agreement, the Shareholders’ Agreement, the French Offer Letter and any other Transaction Documents (including, if applicable, the French Contribution Agreement and the French Tax Matters Agreement) and does not have any assets or liabilities of any nature (other than its share capital).
No Activity. SPE has engaged in no business activities, except ownership of the Property, and has entered into no agreement or understanding except as contemplated by this Agreement and disclosed and provided to Buyer.
