Common use of Ownership of Merger Sub Clause in Contracts

Ownership of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Transactions and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. All of the issued and outstanding limited liability company interests or other equity securities or voting interests of Merger Sub is, and at the Effective Time will be, validly issued and outstanding and owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent.

Appears in 2 contracts

Samples: Merger Agreement (Pep Boys Manny Moe & Jack), Merger Agreement (Icahn Enterprises Holdings L.P.)

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Ownership of Merger Sub. Merger Sub has been is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the Transactions and prior to the Effective Time will have has engaged in no other business activities and will have incurred no liabilities or obligations activity other than as contemplated hereinby this Agreement. All of Except for the issued and outstanding limited liability company interests or other equity securities or voting interests of Liabilities incurred in connection with the Transactions, Merger Sub ishas not and will not have incurred, and at the Effective Time will bedirectly or indirectly, validly issued and outstanding and owned by Parent through any Subsidiary or a direct Affiliate, any obligations or indirect wholly-owned Subsidiary Liabilities or engaged in any business activities of Parentany type or kind whatsoever or entered into any agreements or arrangements with any Person.

Appears in 1 contract

Samples: Merger Agreement (Okta, Inc.)

Ownership of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Transactions and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. All of the issued and outstanding limited liability company interests or other equity securities or voting interests share capital of Merger Sub is, and at the Effective Time will be, validly issued wholly owned directly by Merger Sub Parent and outstanding indirectly by Parent. Merger Sub was formed solely for purposes of engaging in the Transactions and owned by Parent has not conducted any business prior to the date of this Agreement and does not have any liabilities or a direct or indirect wholly-owned Subsidiary obligations of Parentany nature other than those incidental to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any other business activities other than relating to the Transactions.

Appears in 1 contract

Samples: Business Combination Agreement (NeoGames S.A.)

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Ownership of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Transactions and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. All of the issued and outstanding limited liability company interests or other equity securities or voting interests share capital of Merger Sub is, and at the Effective Time will be, validly issued and outstanding and owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent.

Appears in 1 contract

Samples: Merger Agreement (Pep Boys Manny Moe & Jack)

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