Ownership of Merger Subsidiary; No Prior Activities. Merger Subsidiary is a direct wholly-owned subsidiary of Parent. Merger Subsidiary has engaged in no business activities other than as contemplated by this Agreement and has conducted its operations only as contemplated by this Agreement.
Ownership of Merger Subsidiary; No Prior Activities. Each of the Ensec Merger Subsidiary and the Sentech Merger Subsidiary is a Wholly-Owned Subsidiary of Sensec created solely for the purpose of effecting the Merger. As of the date hereof and the Effective Time, except for Liabilities incurred in connection with its incorporation or organization and the Transactions and except for this Agreement and the other Transaction Documents, neither Sensec the Ensec Merger Subsidiary or the Sentech Merger Subsidiary has, nor will have, directly or indirectly, through any Subsidiary or Affiliate of Sensec, any material Liabilities, engaged in any material business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
Ownership of Merger Subsidiary; No Prior Activities. (a) Merger Subsidiary was formed solely for the purpose of engaging in the Transactions.
(b) Except for obligations or liabilities incurred in connection with its incorporation or organization and the Transactions (including the Financing), Merger Subsidiary has not, and Merger Subsidiary 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.
Ownership of Merger Subsidiary; No Prior Activities. Parent owns one hundred percent (100%) of the issued and outstanding capital stock of Merger Subsidiary. Except for obligations or liabilities incurred in connection with its formation and the transactions contemplated by this Agreement, Merger Subsidiary has not and will not, prior to the Effective Time, have incurred, directly or indirectly, through any Subsidiary or Affiliate or otherwise, 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.
Ownership of Merger Subsidiary; No Prior Activities. The Merger Subsidiary is a Wholly-Owned Subsidiary of RAI created solely for the purpose of effecting the Merger and Share Exchange. As of the date hereof and the Effective Date, except for Liabilities incurred in connection with its incorporation or organization and the Transactions and except for this Agreement and the other Transaction Documents, neither RAI or the Merger Subsidiary has, nor will have, directly or indirectly, through any Subsidiary or Affiliate of RAI, any material Liabilities, engaged in any material business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
Ownership of Merger Subsidiary; No Prior Activities. The Merger Subsidiary is a Wholly-Owned Subsidiary of UniverCell created solely for the purpose of effecting the Merger. As of the date hereof and the Effective Time of the Merger, except for Liabilities incurred in connection with its incorporation or organization and the Transactions and except for this Agreement and the other Transaction Documents, the Merger Subsidiary has not, nor will not, through the Effective Time of the Merger, directly or indirectly, through any Subsidiary or Affiliate of UniverCell, have any material Liabilities, engage in any material business activities of any type or kind whatsoever or enter into any agreements or arrangements with any Person.
Ownership of Merger Subsidiary; No Prior Activities. (a) Merger Subsidiary was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) Except for obligations or liabilities incurred by Merger Subsidiary in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Subsidiary has not 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.
Ownership of Merger Subsidiary; No Prior Activities. The Merger Subsidiary is a Wholly-Owned Subsidiary of HERZ created solely for the purpose of effecting the Merger. As of the date hereof and the Effective Time, except for Liabilities incurred in connection with its incorporation or organization and the Transactions and except for this Agreement and the other Transaction Documents, the Merger Subsidiary has not, nor will not, through the Effective Time, directly or indirectly, through any Subsidiary or Affiliate of HERZ, have any material Liabilities, engage in any material business activities of any type or kind whatsoever or enter into any agreements or arrangements with any Person.
Ownership of Merger Subsidiary; No Prior Activities. The --------------------------------------------------- Merger Subsidiary is a Wholly-Owned Subsidiary of Omnicare created solely for the purpose of effecting the Merger. As of the date hereof and the Effective Time, except for Liabilities incurred in connection with its incorporation or organization and the Transactions and except for this Agreement and the other Transaction Documents, the Merger Subsidiary has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate of Omnicare, any material Liabilities, engaged in any material business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. Section 5.12.
Ownership of Merger Subsidiary; No Prior Activities. Merger Subsidiary was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
