Operations of Sub. All of the issued and outstanding capital stock of Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Sub was formed solely for the purpose of effecting the Merger. Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan (Abraxis BioScience, Inc.), Agreement and Plan (Celgene Corp /De/)
Operations of Sub. All of the issued and outstanding capital stock membership interests of Sub isare, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Sub was formed solely for the purpose of effecting the Merger. Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (APP Pharmaceuticals, Inc.)
Operations of Sub. All of the issued and outstanding capital stock of Sub is, and at the Effective Time will be, (i) validly issued and outstanding, fully paid and non-assessable and (ii) owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Sub was formed solely for the purpose of effecting the Merger. Sub has not conducted and will not conduct any business prior to the date hereof Effective Time and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement (Deltek, Inc)