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

Ownership of Merger Sub; No Prior Activities. Merger Sub is a 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.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Biomira Inc), Agreement and Plan of Reorganization (Oncothyreon Inc.), Agreement and Plan of Reorganization (Biomira CORP)

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Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in no any business activity activities or conducted any operations other than as in connection with the transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Closing Date will be, owned of record and beneficially by Parent and/or a wholly owned Subsidiary of Parent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Myriad Pharmaceuticals, Inc.)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly 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: Agreement and Plan of Merger (Paychex Inc), Agreement and Plan of Merger (Pactiv Corp)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly direct wholly-owned subsidiary Subsidiary of Parent. Merger Sub has not conducted any activities other than in connection with the organization of Merger Sub, was formed solely for the purpose negotiation and execution of engaging in this Agreement and the consummation of the transactions contemplated by this Agreement and hereby. Merger Sub has engaged in no business activity other than as contemplated by this AgreementSubsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Fermavir Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly wholly-owned subsidiary indirect Subsidiary of Parent, . Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and Merger Sub has engaged in no business activity not conducted (or will conduct prior to the Merger) any activities other than as in connection with its organization, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Merger Sub owns no equity interest or ownership interest in or other security issued by this Agreementany Person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely . Except for the purpose of engaging obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and has engaged in no business activity except for this Agreement and any other than as 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: Agreement and Plan of Merger (Nabors Industries Inc), Employment Agreement (Bayard Drilling Technologies Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a direct or indirect wholly owned subsidiary Subsidiary of Parent, was . Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by Partnership Merger. Prior to the Partnership Merger, Merger Sub will not conduct any activities other than in connection with its organization, the negotiation and execution of this Agreement and has engaged the consummation of the Partnership Merger. Merger Sub owns no Equity Interest in no business activity or other than as contemplated security issued by this Agreementany other Person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Resource Real Estate Opportunity REIT, Inc.), Agreement and Plan of Merger (Paladin Realty Income Properties 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 2 contracts

Samples: Agreement and Plan of Merger (SPX Technologies, Inc.), Agreement and Plan of Merger (EDGEWELL PERSONAL CARE Co)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly owned subsidiary of Parent, . Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and Merger Sub has engaged in no business activity not conducted (or will conduct prior to the Merger) any activities other than as in connection with its organization, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby and thereby. Merger Sub owns no equity interest or ownership interest in or other security issued by this Agreementany Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilton Hotels Corp)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly direct wholly-owned subsidiary of Parent, was formed solely for the purpose of engaging Purchaser. Merger Sub has engaged in the transactions no business activities other than as contemplated by this Agreement and has engaged in no business activity other than conducted its operations only as contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seachange International 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 Transactions 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, 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: Agreement and Plan of Merger (Patterson Dental Co)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly owned 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 Liabilities incurred in connection with the transactions contemplated by this Agreement, Merger Sub has not incurred, directly or indirectly, any 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 (Commvault Systems Inc)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly owned subsidiary of, and controlled by, Parent. Each of Parent, Parent and Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by Merger and the Contemplated Transactions and none of Parent or Merger Sub has conducted any activities other than in connection with its organization, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby and thereby. Parent has engaged in no business activity Subsidiaries other than as contemplated by this AgreementMerger Sub, and Merger Sub has no Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eagle Hospitality Properties Trust, Inc.)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (JDS Uniphase Corp /Ca/)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a 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: Agreement and Plan of Merger (Owens & Minor Inc/Va/)

Ownership of Merger Sub; No Prior Activities. Merger Sub is a wholly direct wholly-owned subsidiary Subsidiary of Parent, . Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in no any business activity activities or conducted any operations other than as in connection with the transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are owned of record and beneficially by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (S.D. Shepherd Systems, Inc.)

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