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

Ownership of Merger Sub; No Prior Activities. Parent owns all of the outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactions. As of the date 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, 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 4 contracts

Samples: Merger Agreement (Aerosonic Corp /De/), Merger Agreement (Sri Surgical Express Inc), Merger Agreement (Coleman Cable, Inc.)

Ownership of Merger Sub; No Prior Activities. Parent owns all of the outstanding shares of capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactions. As of the date of this Agreement and as of the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and the Transactionsexcept 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 4 contracts

Samples: Merger Agreement (Emc Corp), Merger Agreement (Captiva Software Corp), Merger Agreement (Documentum Inc)

Ownership of Merger Sub; No Prior Activities. Parent directly or indirectly owns all one hundred percent (100%) of the issued and outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement formation and the Transactionstransactions 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 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 (Comverge, Inc.), Merger Agreement (Solutia Inc), Merger Agreement (Southwall Technologies Inc /De/)

Ownership of Merger Sub; No Prior Activities. Parent owns all 100% of the issued and outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement formation and the Transactionstransactions 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 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 (Psychiatric Solutions Inc), Merger Agreement (Horizon Health Corp /De/)

Ownership of Merger Sub; No Prior Activities. Parent Parent, or a direct or indirect wholly owned subsidiary of Parent, owns all 100% of the issued and outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement formation and the Transactionstransactions contemplated by this Agreement, Merger Sub has not and will shall not have incurred, directly or indirectly, through any subsidiary 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 (Official Payments Holdings, Inc.), Merger Agreement (Aci Worldwide, Inc.)

Ownership of Merger Sub; No Prior Activities. Parent owns all one hundred (100%) of the issued and outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement formation and the Transactionstransactions 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 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 (Sutron Corp), Merger Agreement (Iris International Inc)

Ownership of Merger Sub; No Prior Activities. Parent indirectly owns all one hundred percent (100%) of the issued and outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement formation and the Transactionstransactions 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 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 (Thomas & Betts Corp), Merger Agreement (Baldor Electric Co)

Ownership of Merger Sub; No Prior Activities. Parent owns all of the outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date 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, 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 (Boston Scientific Corp)

Ownership of Merger Sub; No Prior Activities. Parent owns all 100% of the issued and outstanding share capital stock of Merger Sub. Each of Parent and Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization formation and related to the transactions contemplated by this Agreement and the TransactionsAgreement, 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 of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Appears in 1 contract

Samples: Merger Agreement (China Nuokang Bio-Pharmaceutical Inc.)

Ownership of Merger Sub; No Prior Activities. Parent owns all of the outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactions. As of the date 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, 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

Samples: Merger Agreement (Ascent Pediatrics Inc)

Ownership of Merger Sub; No Prior Activities. Parent owns all 100% of the issued and outstanding capital stock of Merger Sub. Each of Parent and Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement formation and the Transactionstransactions 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 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 (Sabre Holdings Corp)

Ownership of Merger Sub; No Prior Activities. Parent owns all 100% of the issued and outstanding capital stock of Merger Sub. Each of Parent and Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement formation and the Transactionstransactions contemplated by this Agreement, each of Parent and 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 of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Appears in 1 contract

Samples: Merger Agreement (Alliance Data Systems Corp)

Ownership of Merger Sub; No Prior Activities. Parent owns all of is the outstanding capital stock sole stockholder of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. As of the date of this Agreement and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and the Transactionseach Ancillary Agreement, 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 of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Appears in 1 contract

Samples: Merger Agreement (Guitar Center Inc)