Common use of Ownership and Operations of Merger Sub Clause in Contracts

Ownership and 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 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 8 contracts

Samples: Merger Agreement (Infrastructure & Energy Alternatives, Inc.), Merger Agreement (Forterra, Inc.), Merger Agreement (Knowles Corp)

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Ownership and Operations of Merger Sub. All of the issued and outstanding share capital of Merger Sub has been is, and immediately prior to the Effective Time will be, owned, directly or indirectly, by Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby 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 as contemplated herein. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of in connection with the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by ParentTransactions.

Appears in 3 contracts

Samples: Merger Agreement (Alexza Pharmaceuticals Inc.), Merger Agreement (Synergetics Usa Inc), Merger Agreement (Solta Medical Inc)

Ownership and 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 All of the shares of capital stock of Merger Sub consists of 1,000 shares of common stockhave been duly authorized, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued , and outstanding capital stock of Merger Sub isare, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Merger Agreement (Bluegreen Vacations Holding Corp), Merger Agreement (Hilton Grand Vacations Inc.)

Ownership and Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby Transactions and prior to the Effective Time will have engaged in no other business activities and will have incurred no material liabilities or obligations other than as contemplated herein. The authorized capital stock of Merger Sub consists of 1,000 1000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by a direct, wholly-owned subsidiary of Parent.

Appears in 2 contracts

Samples: Merger Agreement (Allstate Corp), Merger Agreement (National General Holdings Corp.)

Ownership and Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby Transactions 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 1,000 shares of common stock, par value $0.01 0.10 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KEMPER Corp), Agreement and Plan of Merger (Infinity Property & Casualty Corp)

Ownership and Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and by the Support Agreements 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 hereinherein or in the Support Agreements. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Merger Agreement (I Flow Corp /De/), Merger Agreement (Kimberly Clark Corp)

Ownership and 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 1,000 shares of common stock, par value $0.01 per share, all 100 of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Merger Agreement (Newport Corp), Merger Agreement (MKS Instruments Inc)

Ownership and 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 1,000 shares of common stock, without par value $0.01 per sharevalue, all 100 of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Merger Agreement (Electro Scientific Industries Inc), Merger Agreement (MKS Instruments Inc)

Ownership and 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 1,000 shares of common stock, par value $0.01 per share, all 100 shares of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Merger Agreement (Trustco Holdings, Inc.), Merger Agreement (Health Fitness Corp /MN/)

Ownership and 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 duly authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value $0.01 per share, all of which are validly issued and outstanding, fully paid and nonassessable. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 2 contracts

Samples: Merger Agreement (Harbin Electric, Inc), Merger Agreement (Harbin Electric, Inc)

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Ownership and 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 1,000 1000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Merger Agreement (Hughes Network Systems, LLC)

Ownership and 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 1,000 shares of common stock, par value $0.01 .001 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Merger Agreement (Hi Shear Technology Corp)

Ownership and 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 Liabilities or obligations other than as contemplated hereinherein or as required pursuant to applicable Legal Requirements. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Downs Inc)

Ownership and 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 1,000 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Merger Agreement (Ashworth Inc)

Ownership and 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 share capital stock of Merger Sub consists of 1,000 shares of is $100 divided into common stockshares, par value $0.01 0.001 per share, all of which 100 common shares are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Merger Agreement (Fly Leasing LTD)

Ownership and 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 1,000 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent.

Appears in 1 contract

Samples: Merger Agreement (Red Lion Hotels CORP)

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