Pubco and Merger Sub Activities Clause Samples
The "Pubco and Merger Sub Activities" clause defines the permitted actions and obligations of the public company (Pubco) and its merger subsidiary (Merger Sub) during the period leading up to the closing of a merger transaction. Typically, this clause outlines the scope of activities these entities may undertake, such as preparing regulatory filings, coordinating with the target company, or refraining from actions that could jeopardize the transaction. By clearly delineating what Pubco and Merger Sub can and cannot do, the clause helps ensure that both parties remain aligned with the transaction's objectives and mitigates the risk of actions that could delay or derail the merger process.
Pubco and Merger Sub Activities. Since their formation, Pubco and Merger Sub have not engaged in any business activities other than as contemplated by this Agreement and have no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which they are a party and the Transactions, or as set forth in the Disclosure Schedules, and, other than their respective Organizational Documents, this Agreement, the Ancillary Documents to which they are a party and the other agreements contemplated by this Agreement, Pubco and Merger Sub are not party to or bound by any Contract.
Pubco and Merger Sub Activities. Since their formation, Pubco and Merger Sub have not engaged in any business activities other than as contemplated by this Agreement, do not own directly or indirectly any ownership, equity, profits or voting interest in any Person (other than Pubco’s 100% ownership of Merger Sub) and have no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which they are a party and the Transactions, and, other than this Agreement and the Ancillary Documents to which they are a party, Pubco and Merger Sub are not party to or bound by any Contract.