Ownership of Acquisition Sub; No Prior Activities. Acquisition Sub has been formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations or liabilities incurred in connection with its incorporation and the Contemplated Transactions, Acquisition Sub has not and shall not prior to the Acceptance Time have incurred, directly or indirectly, through any Subsidiary or otherwise, any material obligations or material liabilities or engaged in any other business activities. The authorized capital stock of Acquisition Sub consists of 1,000 shares of common stock, par value $0.001 per share, 100 shares of which are validly issued and outstanding. All of the issued and outstanding capital stock of Acquisition Sub is, and at the Effective Time shall be, owned directly or indirectly by Parent.
Ownership of Acquisition Sub; No Prior Activities. (a) Acquisition Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and Acquisition Sub has not taken any actions or transacted any business other than in connection with its corporate organization.
(b) As of the Effective Time, all of the outstanding capital stock of Acquisition Sub will be owned directly by Aros. As of the Effective Time, there will be no options, warrants or other rights (including registration rights), agreements, arrangements or commitments to which Acquisition Sub is a party of any character relating to the issued or unissued capital stock of, or other equity interests in, Acquisition Sub, or obligating Acquisition Sub to grant, issue or sell any shares of the capital stock of, or other equity interests in, Acquisition Sub, by sale, lease, license or otherwise. There are no obligations, contingent or otherwise, of Acquisition Sub to repurchase, redeem or otherwise acquire any shares of the capital stock of Acquisition Sub.
(c) As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, Acquisition Sub has not and will not have incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
Ownership of Acquisition Sub; No Prior Activities. Acquisition Sub, is a direct, wholly-owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has engaged in no business activity other than as contemplated by this Agreement. Except for obligations or liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Acquisition Sub has not and will not have incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
Ownership of Acquisition Sub; No Prior Activities. Acquisition Sub is a direct or indirect wholly-owned Subsidiary of Acquiror. Acquisition Sub was formed solely for the purpose of engaging in the transactions contemplated by the Transaction Documents. Except for obligations or liabilities incurred in connection with its incorporation or organization and the Transactions and except for the Transaction Documents and any other agreements or arrangements contemplated by the Transaction Documents, Acquisition Sub has not incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
Ownership of Acquisition Sub; No Prior Activities. Acquisition Sub is a wholly owned Subsidiary of Buyer. Acquisition Sub was formed solely for the purpose of engaging in the Contemplated Transactions and Acquisition Sub has not conducted any activities other than in connection with its organization, the negotiation and execution of this Agreement and the consummation of the Contemplated Transactions.
Ownership of Acquisition Sub; No Prior Activities. Acquisition Sub is a direct or indirect wholly-owned subsidiary of SFX. Acquisition Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization and the Transactions and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Acquisition Sub has not incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person.
Ownership of Acquisition Sub; No Prior Activities. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Acquisition Sub has not and will not have incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
Ownership of Acquisition Sub; No Prior Activities. Parent is the sole stockholder of Acquisition Sub and is the legal and beneficial owner of all issued and outstanding shares of Acquisition Sub. Acquisition Sub was formed solely for the purposes of effecting the Merger and the other transactions contemplated hereby. Except as contemplated by this Agreement, Acquisition Sub does not hold, nor has it held, any material assets and has not incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or Liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. All of the outstanding shares of capital stock of Acquisition Sub have been duly authorized and validly issued, and are fully paid and non-assessable and not subject to any preemptive rights.
Ownership of Acquisition Sub; No Prior Activities. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by the Transaction Documents and except for the Transaction Documents, any other agreements or arrangements contemplated by this Agreement, Acquisition Sub has not and will not have incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person.
Ownership of Acquisition Sub; No Prior Activities. Parent owns all of the issued and outstanding capital stock of Acquisition Sub, free and clear of all Liens. Acquisition Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has engaged in no business activity other than as contemplated by this Agreement. Except for obligations or Liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Acquisition Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or Liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. Parent has made available to the Company an accurate and complete copy of Acquisition Sub’s Organizational Documents, each as amended or restated as of the Agreement Date and the Agreement Date.
