Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 9 contracts
Samples: Merger Agreement (Iteris, Inc.), Merger Agreement (Iteris, Inc.), Merger Agreement (Waste Management Inc)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and authorized, validly issued, fully paid and nonassessable. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, wholly owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 4 contracts
Samples: Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Emcore Corp)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, are wholly owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident incidental to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, Merger Sub has not prior to the date hereof engaged in any business or other activities.
Appears in 3 contracts
Samples: Merger Agreement (Taylor Morrison Home Corp), Agreement and Plan of Merger (William Lyon Homes), Merger Agreement (Ascena Retail Group, Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 3 contracts
Samples: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (Gaming & Leisure Properties, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Merger Agreement (Fibrocell Science, Inc.), Merger Agreement (Genvec Inc)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, are wholly owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger Merger, the Offer, and the transactions contemplated by this Agreement, and, except for matters incident incidental to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, Merger Sub has not prior to the date hereof engaged in (and will not prior to the Effective Time engage in) any business or other activitiesactivities other than those contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Trecora Resources), Merger Agreement (New Home Co Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Joinder Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Merger Agreement (Icahn Enterprises Holdings L.P.), Merger Agreement (American Railcar Industries, Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, are wholly owned directly or indirectly by Intermediate Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident incidental to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, Merger Sub has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Merger Agreement (AV Homes, Inc.), Agreement and Plan of Merger (Taylor Morrison Home Corp)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Offer and the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Merger Agreement (Synacor, Inc.), Merger Agreement (Integra Lifesciences Holdings Corp)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub areare wholly owned, and at the Effective Time will be, owned directly or indirectly indirectly, by the Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactionstransactions contemplated hereby, has not prior to the date hereof engaged in any business or other activities.
Appears in 2 contracts
Samples: Merger Agreement (Orbitz Worldwide, Inc.), Merger Agreement (Expedia, Inc.)
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Appears in 1 contract
Ownership of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Mxxxxx Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not not, prior to the date hereof hereof, engaged in any business or other activities.
Appears in 1 contract
