Organization of Merger Subs. Each Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the other transactions contemplated by this Agreement.
Organization of Merger Subs. Newco has caused each of Hippo Merger Sub and Rhino Merger Sub to be organized for the sole purpose of effectuating the Mergers. The authorized capital stock of Hippo Merger Sub consists of 100 shares of Common Stock, par value $0.01 per share, all of which shares have been issued to Newco at a price of $1.00 per share. The authorized capital stock of Rhino Merger Sub consists of 100 shares of Common Stock, par value $0.01 per share, all of which shares have been issued to Newco at a price of $1.00 per share.
Organization of Merger Subs. Newco has caused each of Scripps Newspaper Merger Sub and Journal Newspaper Merger Sub to be organized under the WBCL for the sole purpose of effectuating the Newspaper Mergers. The authorized capital stock of Scripps Newspaper Merger Sub consists of 100 shares of Common Stock, par value $0.01 per share, all of which have been issued to Newco at a price of $1.00 per share. The authorized capital stock of Journal Newspaper Merger Sub consists of 100 shares of Common Stock, par value $0.01 per share, all of which have been issued to Newco at a price of $1.00 per share. Scripps has caused Scripps Broadcast Merger, LLC to be organized under the Wisconsin LLC Act.
Organization of Merger Subs. Parent has caused AT&T Broadband Merger Sub and Comcast Merger Sub to be organized for the sole purpose of effectuating the Mergers. The authorized capital stock of AT&T Broadband Merger Sub consists of 100 shares of Common Stock, par value $0.01 per share, all of which shares have been issued to Parent at a price of $1.00 per share. The authorized capital stock of Comcast Merger Sub consists of 100 shares of Common Stock, par value $0.01 per share, all of which shares have been issued to Parent at a price of $1.00 per share.
Organization of Merger Subs. Vulcan has caused Holdco to organize, and Holdco has organized, Fresno Merger Sub under the laws of the State of Florida and Virginia Merger Sub under the laws of the State of New Jersey. The authorized capital stock of Fresno Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued, fully paid and nonassessable, and are owned by Holdco free and clear of any Liens. The authorized capital stock of Virginia Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued, fully paid and nonassessable, and are owned by Holdco free and clear of any Liens.
Organization of Merger Subs. As promptly as practicable following the execution of this Agreement, Kmart shall cause Holdco to organize for the sole purpose of effectuating the Mergers:
