Examples of Blocker Mergersub in a sentence
All shares of each Blocker Mergersub and the Acquisition Subsidiary are owned by the Parent free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, security interests, options, warrants, rights, contracts, calls, commitments, equities and demands.
The Parent has delivered or made available to the Company complete and accurate copies of the charter, bylaws or other organizational documents of each Blocker Mergersub and the Acquisition Subsidiary.
Each of the Parent, each Blocker Mergersub and the Acquisition Subsidiary owns or leases all tangible assets necessary for the conduct of its businesses as presently conducted and as presently proposed to be conducted.
Parent conducts no activities other than activities related to maintaining its legal and/or corporate existence, its status as a “shell company” as defined in Rule 12b-2 under the Exchange Act and holding the capital stock of each Blocker Mergersub and Acquisition Subsidiary and any related accounting, legal, financial, administrative, tax and other similar activities related to such matters.
The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each Blocker Mergersub and the Acquisition Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Each Blocker Mergersub and the Acquisition Subsidiary was formed solely to effectuate the applicable Blocker Merger and the Merger and has not conducted any business operations since its organization.
Each of the Parent, each Blocker Mergersub and the Acquisition Subsidiary has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and under the Transaction Documents.
The Parent, the Company, each Blocker, each Blocker Holder and each Blocker Mergersub, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the applicable Blocker Merger in accordance with the DGCL at the applicable Blocker Effective Time.
Neither the Parent, any Blocker Mergersub nor the Acquisition Subsidiary is in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, its bylaws, as amended to date, or any mortgage, indenture, lease, license or any other agreement or instrument referred to in Sections 3.15 or 3.16, except where such default or violation would not reasonably be expected to have a Parent Material Adverse Effect.
As of the date of this Agreement, there is no legal proceeding which is pending or, to the Parent’s knowledge, threatened against the Parent or any Subsidiary of the Parent and there is no reasonable basis for any proceeding, claim, action or governmental investigation directly or indirectly involving the Parent, any Blocker Mergersub, the Acquisition Subsidiary, or the Parent’s officers, directors or employees, in their capacities as such, individually or in the aggregate.