Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. All of the outstanding shares of capital stock of Merger Sub is, and as of the Effective Time will be, owned directly or indirectly by Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De), Agreement and Plan of Merger (Sprint Nextel Corp)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby by this Agreement and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. All of the outstanding shares of capital stock of Merger Sub isare, and as of immediately prior to the Effective Time will be, owned beneficially and of record directly or indirectly by Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (La Quinta Holdings Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and and, prior to the Effective Time Time, will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.0001 per share, of which 100 shares are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub is, and as of at the Effective Time will be, owned directly or indirectly by Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (CVS HEALTH Corp)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby Contemplated Transactions and prior to the Effective Time will have has engaged in no other business activities and will have incurred no liabilities or obligations other than except as contemplated hereinby this Agreement or incident to its formation. All of the issued and outstanding shares of capital stock of Merger Sub is, and as of at the Effective Time will be, owned directly or indirectly by Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Duckhorn Portfolio, Inc.), Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Starrett L S Co)
Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding share capital of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and (including obtaining the financing therefor), has engaged in no and, prior to the Effective Time Time, Merger Sub will not have engaged in no other any business activities and will have incurred no liabilities or obligations other than as which are not strictly related to the transactions contemplated herein. All of the outstanding shares of capital stock of Merger Sub is, and as of the Effective Time will be, owned directly or indirectly by Parenthereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumenis LTD), Agreement and Plan of Merger (Lumenis LTD)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and Merger, and, prior to the Effective Time Time, Merger Sub will not have engaged in no any other business activities and will have incurred no liabilities or obligations other than as contemplated hereinby the Financing Letters and this Agreement. All Parent owns beneficially and of record all of the outstanding shares of capital stock of membership interests, and other equity and voting interest in, Merger Sub is, free and as clear of the Effective Time will be, owned directly or indirectly by Parentall liens.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Tax, Inc.), Agreement and Plan of Merger (Vitamin Shoppe, Inc.)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $1.00 per share, all of which are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub is, and as of at the Effective Time will be, owned directly or indirectly by Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brightpoint Inc), Agreement and Plan of Merger (Ingram Micro Inc)
Operations of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have by this Agreement, has engaged in no other business activities and has conducted and will have incurred no liabilities or obligations other than conduct its operations prior to the Effective Time only as contemplated hereinby this Agreement. All of the outstanding shares of capital stock of Merger Sub is, and as of the Effective Time will be, are owned directly or indirectly by Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and Merger, and, prior to the Effective Time will have Time, Merger Sub has not engaged in no any other business activities and will have has incurred no liabilities or obligations other than those incident to its formation and other than as contemplated hereinby the Equity Commitment Letter or any agreements or arrangements entered into in connection with the Debt Financing, the Guaranty, and this Agreement. All Parent owns beneficially and of record all of the outstanding shares of capital stock of stock, and other equity and voting interest in, Merger Sub is, free and as clear of the Effective Time will be, owned directly or indirectly by Parentall liens.
Appears in 1 contract
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and and, prior to the Effective Time Time, will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub is, and as of at the Effective Time will be, owned directly or indirectly by Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and Merger, and, prior to the Effective Time Time, Merger Sub will not have engaged in no any other business activities and will have incurred no liabilities or obligations other than as contemplated hereinby this Agreement. All Parent owns beneficially and of record all of the outstanding shares of capital stock of stock, and other equity and voting interest in, Merger Sub is, free and as clear of the Effective Time will be, owned directly or indirectly by Parentall liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Embark Technology, Inc.)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and Merger or another similar transaction, and, prior to the Effective Time Time, Merger Sub will not have engaged in no any other business activities and will have incurred no liabilities or obligations Liabilities other than as contemplated hereinby any agreements or arrangements entered into in connection with this Agreement. All Parent owns, directly or indirectly, beneficially and of record all of the outstanding shares of capital stock of stock, and other equity and voting interest in, Merger Sub is, free and as clear of the Effective Time will be, owned directly or indirectly by Parentall Liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roper Technologies Inc)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and and, prior to the Effective Time Time, will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.0001 per share, of which 100 41 shares are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub is, and as of at the Effective Time will be, owned directly or indirectly by Parent.. Section 6.10
Appears in 1 contract
Samples: Iv Agreement and Plan of Merger
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and Merger, and, prior to the Effective Time Time, Merger Sub will not have engaged in no any other business activities and will have incurred no liabilities or obligations other than as contemplated hereinby the Commitment Letters, the Guarantee and this Agreement. All Parent owns beneficially and of record all of the outstanding shares of capital stock of share capital, and other equity and voting interest in, Merger Sub is, free and as clear of the Effective Time will be, owned directly or indirectly by Parentall liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.)
Operations of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the transactions contemplated hereby and Merger, and, prior to the Effective Time Time, Merger Sub will not have engaged in no any other business activities and will have incurred no liabilities or obligations other than as contemplated hereinby the Financing Letters or any agreements or arrangements entered into in connection with the Financing and this Agreement. All Parent owns beneficially and of record all of the outstanding shares of capital stock of stock, and other equity and voting interest in, Merger Sub is, free and as clear of the Effective Time will be, owned directly or indirectly by Parentall Liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessco Technologies Inc)
Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and and, prior to the Effective Time Time, will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. As of the date hereof, the authorized capital stock of Merger Sub consists of 10,000 shares of common stock, par value $0.001 per share, of which 100 shares are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub is, and as of immediately prior to the Effective Time will be, owned directly or indirectly by Parent.
Appears in 1 contract