Operations of Parent and Sub. Each of Parent and Sub was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation, neither Parent nor Sub has carried on any business or conducted any operations other than the execution of this Agreement or the other documents contemplated hereby, the performance of its obligations hereunder and matters ancillary thereto.
Operations of Parent and Sub. Each of Parent and Sub has been incorporated (or formed, as the case may be) solely for the purpose of consummating the Merger and the transactions contemplated by this Agreement. Since the date of its incorporation (or formation, as the case may be), neither Parent nor Sub has carried on any business, conducted any operations or incurred any liabilities or obligations, and will not do so, other than the execution of this Agreement or any other agreement, certificate or other delivery contemplated hereby, the performance of its obligations hereunder and matters ancillary thereto. As of the date hereof, Parent and Sub have no Contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Financing Commitments (as defined in Section 4.5), nor any Contracts, arrangements or understandings with any Person concerning the ownership and operation of Parent, Sub or the Surviving Corporation. All of the outstanding shares of capital stock of Sub have been validly issued, are fully paid and nonassessable and are owned by, and at the Effective Time will be owned by, Parent free and clear of all Liens (except for pledges required in connection with the Financing (as hereinafter defined)).
Operations of Parent and Sub. Parent and Sub were each formed solely for the purpose of engaging in the transactions contemplated herein and neither has engaged in any business activities or conducted any operations other than in connection with such transactions.
