No Prior Activity Sample Clauses

No Prior Activity. Except for obligations incurred in connection with its incorporation, the due diligence investigation of the Company and its Subsidiaries or the negotiation and consummation of this Agreement and the transactions contemplated hereby and thereby, Merger Sub has not incurred any obligation or liability, engaged in any business or activity of any type or kind whatsoever or entered into any agreement or arrangement with any Person.
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No Prior Activity. XX.xxx was formed for the purpose of entering into the transactions contemplated hereby, has not engaged in any activity before the date hereof other than in connection with the transactions contemplated hereby and has not incurred any liabilities as of the date hereof, except in connection with the transactions contemplated by this Agreement.
Sample 1
No Prior Activity. The Company was formed for the purpose of entering into the transactions contemplated hereby, has not engaged in any activity before the date hereof other than in connection with the transactions contemplated hereby and has not incurred any liabilities as of the date hereof, except in connection with the transactions contemplated by this Agreement.
Sample 1
No Prior Activity. The Purchaser was formed for the purpose of acquiring the Subject Assets of the Company and has not engaged in any activity as of the date hereof, except in connection with the transactions contemplated by this Agreement.
Sample 1
No Prior Activity. Newco was formed for the purpose of merging with the Company and has not engaged in any activity before the date hereof except in connection with the transactions contemplated by this Agreement. The Holders have not caused Newco to, and to the knowledge of the Holders Newco has not, incurred any liabilities as of the date hereof, except in connection with the transactions contemplated by this Agreement.
Sample 1
No Prior Activity. The Company was recently formed, has no operations to date and, except as otherwise contemplated by the Transaction Documents, has not incurred any liability or obligation.
Sample 1
No Prior Activity. Merger Sub has not incurred nor will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement, including the Merger. Except as contemplated by this Agreement, Merger Sub had not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. As of the date of this Agreement, all of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all encumbrances (other than those created by this Agreement and the transactions contemplated by this Agreement). Merger Sub does not have any subsidiaries.
Sample 1
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Related to No Prior Activity

  • No Prior Activities Except for obligations or liabilities incurred in connection with its incorporation or organization or the negotiation and consummation of this Agreement and the transactions contemplated hereby (including any financing), Merger Sub has not incurred any obligations or liabilities, and has not engaged in any business or activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person or entity.

  • No Prior Agreements Employee hereby represents and warrants to the Company that the execution of this Agreement by Employee and his employment by the Company and the performance of his duties hereunder will not violate or be a breach of any agreement with a former employer, client or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including, but not limited to, attorneys' fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition agreement, invention or secrecy agreement between Employee and such third party which was in existence as of the date of this Agreement.

  • Ownership of Merger Sub; No Prior Activities (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.

  • Prior Actions and Knowledge I represent and warrant that from the time of my first contact or communication with the Company, I have held in strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the Company or any affiliate or related entity of the Company, or (ii) used, copied, published, or summarized any Proprietary Information or removed any Company Materials from the business premises of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company.

  • No Promotion Each of the Trust and the Distributor agrees that it will not, without the prior written consent of the Participant in each instance, (i) use in advertising, publicity, or otherwise the name of the Participant or any affiliate of the Participant, or any partner or employee of the Participant, nor any trade name, trademark, trade device, service xxxx, symbol or any abbreviation, contraction or simulation thereof owned by the Participant or its affiliates, or (ii) represent, directly or indirectly, that any product or any service provided by the Trust or Distributor has been approved or endorsed by the Participant. Furthermore, the Distributor and the Participant agree that they will not, without the prior written consent of the other party in each such instance, disclose the terms of this Agreement, except for use in accordance with this Agreement or to the parties’ respective officers, directors, employees, agents and representatives for use in accordance with this Agreement or as required by any applicable law or regulatory body. This provision shall survive termination or expiration of this Agreement.

  • No Prior Short Selling The Buyer represents and warrants to the Company that at no time prior to the date of this Agreement has any of the Buyer, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • No Prior Merger Sub Operations Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

  • No Prohibition Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause Buyer or any Person affiliated with Buyer to suffer any material adverse consequence under, (a) any applicable Legal Requirement or Order, or (b) any Legal Requirement or Order that has been published, introduced, or otherwise proposed by or before any Governmental Body.

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