No Business Conduct. Merger Sub was incorporated on March 10, 2014. Since its incorporation, Merger Sub has not engaged in any activity, other than such actions in connection with (i) its organization and (ii) the preparation, negotiation and execution of this Agreement and the Transactions. Merger Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.
No Business Conduct. Each of Company Merger Sub and Blocker Merger Sub was formed on March 16, 2016. Since its inception, each of Company Merger Sub and Blocker Merger Sub has not engaged in any activity, other than such actions in connection with (i) its organization and (ii) the preparation, negotiation and execution of this Agreement and the transactions contemplated hereby. Each of Company Merger Sub and Blocker Merger Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in connection with the foregoing and in association with the Mergers as provided in this Agreement. Each of Company Merger Sub and Blocker Merger Sub presently is, and has been since the date of its formation, properly classified as an entity disregarded as separate from its owner for U.S. federal income tax purposes.
No Business Conduct. Merger Sub Inc. was incorporated on April 29, 2024, and Merger Sub LLC was formed on April 29, 2024. Since the inception of each of Merger Sub Inc. and Merger Sub LLC, neither entity has engaged in any activity, other than such actions in connection with (x) its organization or formation, as applicable, and (y) the preparation, negotiation and execution of this Agreement and the transactions contemplated thereby. Each of Merger Sub Inc. and Merger Sub LLC has no operations, has not generated any revenues and has no assets or liabilities other than those incurred in connection with the foregoing and in association with the Mergers as provided in this Agreement.
No Business Conduct. Merger Subsidiary was incorporated on December 19, 2005. Since inception, Merger Subsidiary has not engaged in any activity, other than such actions in connection with (i) its organization and (ii) the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. Merger Subsidiary has no operations, has generated no revenues and does not have any liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.
No Business Conduct. Each of Merger Sub and NewCo was formed on August 17, 2017. Since its respective inception, neither Merger Sub nor NewCo has engaged in any activity, other than such actions in connection with (i) its organization and (ii) the preparation, negotiation and execution of this Agreement and the transactions contemplated hereby. Neither Merger Sub nor NewCo has operations, has generated any revenues or has any assets or liabilities other than those acquired or incurred in connection with the foregoing and in association with the Mergers as provided in this Agreement. NewCo presently is, and has been since the date of its formation, properly classified as an entity disregarded as separate from Parent for U.S. federal income tax purposes Merger Sub presently is, and has been since the date of its formation, a direct, wholly-owned subsidiary of Parent
No Business Conduct. Each of Parent and Merger Sub was incorporated on August 29, 2005. Since their respective inception, neither Parent nor Merger Sub has engaged in any activity, other than such actions in connection with (i) its organization; (ii) in the case of Parent, the purchase of all of the outstanding capital stock of Merger Sub; and (iii) the preparation, negotiation and execution of this Agreement and the transactions contemplated hereby. As of the date of this Agreement, Parent has not issued any capital stock. Neither Parent nor Merger Sub has any operations, has generated any revenues or has any liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.
No Business Conduct. Panavision Acquisition Sub was incorporated on September 7, 2018, and SIM Acquisition Sub was incorporated on September 10, 2018. Since the date of its incorporation, each of Panavision Acquisition Sub and SIM Acquisition Sub has not engaged in any activity, other than such actions in connection with (a) its incorporation and (b) the preparation, negotiation and execution of this Agreement and the Ancillary Agreements to which it is a party and the Transactions. Each of Panavision Acquisition Sub and SIM Acquisition Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in connection with the foregoing and in association with the Transactions.
No Business Conduct. Merger Sub was formed on December 21, 2022. Since inception, Merger Sub has not engaged in any activity, other than actions taken in connection with (i) its organization and (ii) the preparation, negotiation and execution of this Agreement (or any Ancillary Document) and the transactions contemplated hereby (or thereby). Merger Sub has no operations, has generated no revenues and does not have any liabilities other than those incurred in connection with the Merger as provided in this Agreement.
