Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.
Appears in 24 contracts
Samples: Merger Agreement (CinCor Pharma, Inc.), Merger Agreement (F-Star Therapeutics, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Contemplated Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of PurchaserContemplated Transactions.
Appears in 8 contracts
Samples: Merger Agreement (Applied Genetic Technologies Corp), Merger Agreement (AutoWeb, Inc.), Employment Agreement (AutoWeb, Inc.)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary Subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.
Appears in 5 contracts
Samples: Merger Agreement (Supernus Pharmaceuticals, Inc.), Merger Agreement (Adamas Pharmaceuticals Inc), Merger Agreement (Five Prime Therapeutics, Inc.)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto transactions contemplated hereby and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formationtransactions contemplated hereby. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.
Appears in 5 contracts
Samples: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.), Merger Agreement (Amgen Inc), Merger Agreement (Anadys Pharmaceuticals Inc)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formationTransactions. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Onvia Inc), Agreement and Plan of Merger (Rightside Group, Ltd.), Merger Agreement (Anadigics Inc)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned (direct or indirect) subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.
Appears in 3 contracts
Samples: Merger Agreement (Flexion Therapeutics Inc), Merger Agreement (Pacira BioSciences, Inc.), Merger Agreement (Dova Pharmaceuticals Inc.)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged engaged, and prior to the Effective Time will not engage, in any business activities or conducted any operations other than in connection with the Transactions and those incident to its Purchaser’s formation. Either Parent or a wholly owned subsidiary Subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser, free and clear of all Encumbrances, except for transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Decibel Therapeutics, Inc.), Merger Agreement (Checkmate Pharmaceuticals, Inc.)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of PurchaserPurchaser free and clear of all Encumbrances.
Appears in 2 contracts
Samples: Merger Agreement (J2 Global, Inc.), Merger Agreement (Everyday Health, Inc.)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto transactions contemplated hereby and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formationtransactions contemplated hereby. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock voting securities of Purchaser.
Appears in 2 contracts
Samples: Merger Agreement (Altair Engineering Inc.), Merger Agreement (Datawatch Corp)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.
Appears in 1 contract
Samples: Merger Agreement (Viela Bio, Inc.)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto transactions contemplated hereby and has not engaged in any business activities or conducted any operations operations, does not have any assets and does not have any liabilities, in each case other than in connection with as contemplated hereby. Parent is the Transactions legal and those incident to its formation. Either Parent or a wholly owned subsidiary beneficial owner of Parent owns beneficially and of record all of the issued and outstanding shares of Purchaser. All of the outstanding shares of capital stock of PurchaserPurchaser have been duly authorized and validly issued, and are fully paid and nonassessable and not subject to any preemptive rights.
Appears in 1 contract
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto transactions contemplated hereby and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formationtransactions contemplated hereby. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all a majority of the outstanding capital stock voting securities, constituting a majority of the voting power, of Purchaser.
Appears in 1 contract
Samples: Merger Agreement (Envivio Inc)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its Purchaser’s formation. Either Parent or a wholly owned subsidiary Subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser, free and clear of all Encumbrances and transfer restrictions, except for such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws.
Appears in 1 contract
Samples: Merger Agreement (Pfizer Inc)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident incidental to its formationformation and its entry into this Agreement and performance hereunder. Either Parent or a wholly owned subsidiary is the record and beneficial owner of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser and Purchaser does not have any other outstanding securities or instruments exercisable for, or otherwise convertible or exchangeable into, capital stock or any other security of Purchaser.
Appears in 1 contract
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary (direct or indirect) Subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.
Appears in 1 contract
Purchaser. Purchaser was will be formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has will not have engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns shall own beneficially and of record all of the outstanding capital stock of Purchaser.
Appears in 1 contract
Samples: Merger Agreement (RayzeBio, Inc.)
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its Purchaser’s formation. Either Parent or a A wholly owned subsidiary Subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser, free and clear of all Encumbrances and transfer restrictions, except for Permitted Encumbrances.
Appears in 1 contract
Samples: Merger Agreement (Constellation Pharmaceuticals Inc)