Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. (b) 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, 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 12 contracts
Samples: Merger Agreement (Registry Inc), Merger Agreement (Registry Inc), Merger Agreement (Hunter Terry L)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub is a direct, wholly-owned subsidiary of Parent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) 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, 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 5 contracts
Samples: Merger Agreement (Inbrand Corp), Merger Agreement (Tyco International LTD /Ber/), Merger Agreement (Adt Limited)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are owned, directly or indirectly, by CMFT.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Merger Effective Time, incurred, directly or indirectly, indirectly through any subsidiary or affiliatesubsidiary, 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 personPerson.
Appears in 5 contracts
Samples: Merger Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Merger Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Merger Agreement (Cole Office & Industrial REIT (CCIT III), Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are owned, directly or indirectly, by REIT II.
(b) As of Except for 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 the other documents, agreements, certificates and any other agreements or arrangements instruments contemplated by this Agreementhereby, Merger Sub has not not, and will not have prior to the REIT Merger Effective Time, 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 personwhatsoever.
Appears in 5 contracts
Samples: Merger Agreement (Resource Real Estate Opportunity REIT II, Inc.), Merger Agreement (Resource Apartment REIT III, Inc.), Merger Agreement (Resource Real Estate Opportunity REIT II, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) As Agreement and activities incidental thereto. All of the date hereof outstanding capital stock of Merger Sub is, and at the Effective Time, except will be owned directly or indirectly by Parent. 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 as contemplated by this Agreement, Merger Sub has not not, and prior to the Effective Time will not have have, incurred, directly or indirectly, 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 4 contracts
Samples: Merger Agreement (GLAUKOS Corp), Merger Agreement (Avedro Inc), Agreement and Plan of Merger (Vivint Solar, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) As of the date hereof and the Effective Time, except for obligations or liabilities Liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement Transactions, and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any subsidiary Subsidiary or affiliateAffiliate, 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 personPerson.
Appears in 4 contracts
Samples: Merger Agreement (Gca Ii Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp), Merger Agreement (Gca I Acquisition Corp)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the interests of Merger Sub are owned, directly or indirectly, by Parent.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 4 contracts
Samples: Merger Agreement (CapLease, Inc.), Merger Agreement (American Realty Capital Properties, Inc.), Merger Agreement (Realty Income Corp)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are owned, directly or indirectly, by STAR.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Merger Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 3 contracts
Samples: Merger Agreement (Steadfast Apartment REIT III, Inc.), Merger Agreement (Steadfast Apartment REIT, Inc.), Merger Agreement (Steadfast Income REIT, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are owned, directly or indirectly, by REIT II.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Merger Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 3 contracts
Samples: Merger Agreement (Carter Validus Mission Critical REIT II, Inc.), Merger Agreement (MVP REIT II, Inc.), Merger Agreement (MVP REIT, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Merger-Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) As of the date hereof and the Effective Time, except for obligations or liabilities Liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement Transactions, and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Merger-Sub has not and will not have incurred, directly or indirectly, through any subsidiary Subsidiary or affiliateAffiliate, 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 personPerson.
Appears in 2 contracts
Samples: Merger Agreement (Findex Com Inc), Merger Agreement (Findex Com Inc)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the interests of Merger Sub are owned directly or indirectly by Parent.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Effective Time, incurred, directly or indirectly, through any subsidiary Subsidiary or affiliateAffiliate thereof, 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 personPerson.
Appears in 2 contracts
Samples: Merger Agreement (Baltic Trading LTD), Merger Agreement (Genco Shipping & Trading LTD)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are owned, directly or indirectly, by Terra REIT.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 2 contracts
Samples: Merger Agreement (Terra Income Fund 6, Inc.), Merger Agreement (Terra Property Trust, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are owned, directly or indirectly, by SmartStop.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Merger Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 2 contracts
Samples: Merger Agreement (SmartStop Self Storage REIT, Inc.), Merger Agreement (Strategic Storage Trust IV, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are owned, directly or indirectly, by REIT II.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the REIT Merger Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moody National REIT II, Inc.), Merger Agreement (Moody National REIT I, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are indirectly owned by SOR.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Merger Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 2 contracts
Samples: Merger Agreement (Pacific Oak Strategic Opportunity REIT, Inc.), Merger Agreement (Pacific Oak Strategic Opportunity REIT II, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub is a direct, wholly-owned subsidiary of GT and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) 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, 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 (Microprose Inc/De), Merger Agreement (Gt Interactive Software Corp)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub is a direct, wholly-owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions Merger and the Transactions and has engaged in no business activity other than as contemplated by this Agreement.
(b) As of the date hereof and the Effective Time, except . Except for obligations or liabilities incurred in connection with its incorporation or organization incorporation, the Merger and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this AgreementTransactions, Merger Sub has not incurred, and will not have incurredincur, directly or indirectly, through any subsidiary Subsidiary or affiliateAffiliate, any obligations or liabilities or and has not engaged in in, and will not engage in, any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.
Appears in 2 contracts
Samples: Merger Agreement (Mantech International Corp), Merger Agreement (Navisite Inc)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub is a direct, wholly-owned subsidiary of Parent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) As of the date hereof and the Effective Time, except expect 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, 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 personPerson.
Appears in 2 contracts
Samples: Merger Agreement (Lci International Inc /Va/), Merger Agreement (U S Long Distance Corp)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub is a direct, wholly-owned subsidiary of Parent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) As of the date hereof and the Effective Time, except expect for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except expect for this Agreement and any other agreements or arrangements 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 personPerson.
Appears in 2 contracts
Samples: Merger Agreement (Precis Smart Card Systems Inc), Merger Agreement (Aarow Environmental Group Inc)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the equity interests of Merger Sub are owned by Invitation Homes.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the REIT Merger Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 1 contract
Ownership of Merger Sub; No Prior Activities. (a) The -------------------------------------------- Purchaser owns all of the outstanding capital stock of Merger Sub. Merger Sub was formed by the Purchaser solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) . As of the date hereof of this Agreement and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreementhereby, 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
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the interests of Merger Sub are owned, directly by Parent.
(b) As of Except for 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, Merger Sub has not not, and will not have prior to the Effective Time, incurred, directly or indirectly, 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 personPerson.
Appears in 1 contract
Samples: Merger Agreement (American Realty Capital Global Trust II, Inc.)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub is a direct, wholly-owned subsidiary of Parent and was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) 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 expect for this Agreement and any other agreements or arrangements 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 personPerson.
Appears in 1 contract
Ownership of Merger Sub; No Prior Activities. (a) The Purchaser owns all of the outstanding capital stock of Merger Sub. Merger Sub was formed by the Purchaser solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) . As of the date hereof of this Agreement and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreementhereby, 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 (Meredith Corp)
Ownership of Merger Sub; No Prior Activities. (a) Acquiror owns all of the outstanding stock of Merger Sub. Merger Sub was formed by Acquiror solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) . As of the date hereof of this Agreement and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreementhereby, Merger Sub has not and will not have incurred, directly or indirectly, through any subsidiary Subsidiary or affiliateAffiliate, any obligations or liabilities or engaged in any business activities or activity of any type or kind whatsoever or entered into any agreements or arrangements with any person.
Appears in 1 contract
Samples: Merger Agreement (Bedford Property Investors Inc/Md)
Ownership of Merger Sub; No Prior Activities. (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.. 21
(b) 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, 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.. SECTION
Appears in 1 contract
Samples: Merger Agreement (Netvantage Inc)
