Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Ownership of Merger Sub. Merger Sub is a direct wholly owned subsidiary of Parent. Merger Sub has not conducted any activities other than in connection with the organization of Merger Sub, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Merger Sub has no Subsidiaries.
Ownership of Merger Sub. All of the issued and outstanding Capital Stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are no (i) other outstanding shares of Capital Stock or other voting securities of Merger Sub, (ii) securities of Merger Sub convertible into or exchangeable for shares of Capital Stock or other voting securities of Merger Sub or (iii) options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any Capital Stock, other voting securities or securities convertible into or exchangeable for Capital Stock or other voting securities of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.
Ownership of Merger Sub. (a) As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share. All of the issued and outstanding capital stock of Merger Sub is owned beneficially and of record by Parent, free and clear of all Liens.
Ownership of Merger Sub. No Prior Activities; Assets of Merger Sub................................... 43 5.5
Ownership of Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent.
Ownership of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the 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. All of the issued and outstanding limited liability company interests or other equity securities or voting interests of Merger Sub is, and at the Effective Time will be, validly issued and outstanding and owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent.
Ownership of Merger Sub. Each of Parent and the Company acknowledge and agree that Merger Sub is (and through Closing shall be) owned directly by a Subsidiary of Parent that is (and has since the date of its formation been) treated as a corporation for U.S. federal income tax purposes.
Ownership of Merger Sub. Parent indirectly owns beneficially and of record all outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, it has not conducted any business activity prior to the date of this Agreement and it has conducted its operations only as contemplated hereby.
Ownership of Merger Sub. Parent owns 100% of the issued and outstanding Equity Interests of Merger Sub.
