Ownership of Newco; No Prior Activities. (a) Newco was formed solely for the purpose of engaging in the Transactions. (b) As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the Transactions and except for this Agreement and any other agreements or arrangements, contemplated by this Agreement, Newco 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 2 contracts
Samples: Merger Agreement (MS Financial Inc), Merger Agreement (Search Capital Group Inc)
Ownership of Newco; No Prior Activities. (a) Newco was formed solely for the purpose of engaging in the Transactionstransactions contemplated in this Agreement and has otherwise conducted no prior activities.
(b) As of the date hereof and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and the Transactions and except for transactions contemplated in this Agreement and any other agreements or arrangements, arrangements contemplated by in this Agreement, Newco has not and will not have incurred, directly or indirectly, through any subsidiary X.XXX 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: Acquisition Agreement (Charter Communications International Inc /Tx/)
Ownership of Newco; No Prior Activities. (a) Newco --------------------------------------- was formed solely for the purpose of engaging in the Transactionstransactions contemplated in this Agreement.
(b) As of the date hereof and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and the Transactions and except for transactions contemplated in this Agreement and any other agreements or arrangements, arrangements contemplated by in this Agreement, Newco has not and will not have incurred, directly or 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.
Appears in 1 contract
Samples: Merger Agreement (American Absorbents Natural Products Inc)
Ownership of Newco; No Prior Activities. (a) Newco was formed solely for the purpose of engaging in the Transactionstransactions contemplated in this Agreement.
(b) As of the date hereof and the Effective Time, except Except for obligations or liabilities incurred in connection with its incorporation or organization and the Transactions and except for transactions contemplated in this Agreement and any other agreements or arrangements, arrangements contemplated by in this Agreement, Newco has not and will not have incurred, directly or 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.
Appears in 1 contract
Samples: Merger Agreement (Boots & Coots International Well Control Inc)