Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by Parent. Except for obligations or liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time 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, Merger Agreement (UNS Energy Corp), Merger Agreement (Central Vermont Public Service 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 AgreementTransactions. All Parent owns directly all of the issued and outstanding shares of capital stock and other Equity Interests of Merger Sub is, and at the Effective Time will be, owned directly by Parent. Sub.
(b) Except for obligations or liabilities Liabilities incurred and activities undertaken in connection with its incorporation or organization and the transactions contemplated by this AgreementTransactions, Merger Sub has not, not and will not prior to the Effective Time will not have, Closing Date have incurred, directly or indirectly indirectly, through any 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 Person.
Appears in 3 contracts
Samples: Merger Agreement (Concur Technologies Inc), Merger Agreement (Concur Technologies Inc), Merger Agreement (Ariba 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 outstanding capital stock of Merger Sub isis owned, and at the Effective Time will bedirectly or indirectly, owned directly by Parent. .
(b) Except for the obligations or liabilities incurred in connection with its incorporation organization and the transactions contemplated by this Agreement, Merger Sub has not, and will not have prior to the Effective Time will not haveTime, 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 Person.
Appears in 2 contracts
Samples: Merger Agreement (American Realty Capital Properties, Inc.), Merger Agreement (Cole Credit Property Trust Inc)
Ownership of Merger Sub; No Prior Activities. Section 4.14.1 Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. .
Section 4.14.2 All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, is owned directly by Parent. Manpower.
Section 4.14.3 Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions 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 Personperson.
Appears in 2 contracts
Samples: Merger Agreement (Manpower Inc /Wi/), Merger Agreement (Right Management Consultants 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 outstanding capital stock interests of Merger Sub is, and at the Effective Time will be, are owned directly or indirectly by Parent. Parent LP.
(b) Except for the obligations or liabilities incurred in connection with its incorporation organization and the transactions contemplated by this Agreement, Merger Sub has not, and will not have prior to the Effective Time will not haveTime, incurred, directly or indirectly 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 Person.
Appears in 2 contracts
Samples: Merger Agreement (Parkway Properties Inc), Merger Agreement (Thomas Properties 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 outstanding capital stock of Merger Sub is, and at the Effective Time will be, is owned directly by Parent. .
(b) Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions 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 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. Merger Sub has no Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Amgen Inc), Merger Agreement (Immunex Corp /De/)
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) All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, is owned directly or indirectly by Parent. .
(c) Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions 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 Personperson.
Appears in 2 contracts
Samples: Merger Agreement (Comsys It Partners Inc), Merger Agreement (Manpower Inc /Wi/)
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 outstanding capital stock of Merger Sub is, is owned of record and at the Effective Time will be, owned directly beneficially by Parent. Angiotech.
(b) Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, Merger Sub has not, not and will not have prior to the Effective Time will not have, 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. Merger Sub has no Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Angiotech Pharmaceuticals Inc)
Ownership of Merger Sub; No Prior Activities. Buyer owns 100% of the issued and outstanding shares of capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by Parent. Except for obligations or liabilities incurred in connection with its incorporation formation and the transactions 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 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 (Dts, Inc.)
Ownership of Merger Sub; No Prior Activities. Buyer, either directly or indirectly, owns 100% of the issued and outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by Parent. Except for obligations or liabilities incurred in connection with its incorporation formation and the transactions 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 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
Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly indirectly by Parent. Except for obligations or liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time 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 (Central Vermont Public Service Corp)
Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by ParentAcquiror. Except for obligations or liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time 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. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock Capital Stock of Merger Sub is, and at the Effective Time will be, is owned directly by ParentParent or one of its wholly owned Subsidiaries. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions 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.person. Table of Contents
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 outstanding capital stock of Merger Sub is, and at the Effective Time will be, is owned directly by Parent. .
(b) Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions 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 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. Merger Sub has no Subsidiaries.
Appears in 1 contract