Common use of Ownership of Merger Sub; No Prior Activities Clause in Contracts

Ownership of Merger Sub; No Prior Activities. Merger 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 the transactions contemplated by this Agreement, Merger 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.

Appears in 2 contracts

Samples: Merger Agreement (Paychex Inc), Merger Agreement (Pactiv Corp)

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Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly-direct or indirect 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 the transactions contemplated by this AgreementAgreement and described herein, Merger 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.

Appears in 1 contract

Samples: Merger Agreement (Ritchie Bros Auctioneers Inc)

Ownership of Merger Sub; No Prior Activities. Merger 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, Merger Sub has not and will not have incurred, directly or indirectly, through any subsidiary 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medvest Holdings Corp)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly-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, Merger Sub has not and will not have incurred, directly or indirectly, through any subsidiary or Affiliateaffiliate, 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.

Appears in 1 contract

Samples: Merger Agreement (Nanometrics Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly-owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement Merger and the other Contemplated Transactions and has engaged in no business activity other than as contemplated by this Agreement. Except for obligations or liabilities incurred in connection with the transactions contemplated by this AgreementMerger and the other Contemplated Transactions, Merger Sub has not and will not have incurred, directly or indirectly, through any subsidiary 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.

Appears in 1 contract

Samples: Merger Agreement (Avanos Medical, Inc.)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly-wholly owned subsidiary of ParentPurchaser, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and has engaged in no business activity other than as contemplated by this Agreementthe Transaction Documents. Except for obligations or liabilities incurred in connection with the transactions contemplated by this AgreementTransactions, Merger 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 other Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AeroVironment Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly-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, Merger 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.

Appears in 1 contract

Samples: Merger Agreement (Brady Corp)

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Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly-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 the transactions contemplated by this Agreement, Merger 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.

Appears in 1 contract

Samples: Merger Agreement (Methode Electronics Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly-wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement Transactions and has engaged in no business activity other than as contemplated by this Agreement. Except for obligations or liabilities Liabilities incurred in connection with its incorporation and the transactions contemplated by this AgreementTransactions, Merger Sub has not and will not have incurred, directly or indirectly, through any subsidiary Subsidiary or Affiliate, any obligations or liabilities Liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

Appears in 1 contract

Samples: Merger Agreement (Patterson Dental Co)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly-wholly owned subsidiary of ParentBuyer, 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 the transactions contemplated by this Agreement, Merger 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.

Appears in 1 contract

Samples: Merger Agreement (Southwest Gas Holdings, Inc.)

Ownership of Merger Sub; No Prior Activities. Merger 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 the transactions contemplated by this Agreement, Merger 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.

Appears in 1 contract

Samples: Merger Agreement (Owens & Minor Inc/Va/)

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