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.
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.
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.
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.
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.
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.
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.
