Examples of Blocker Mergersub in a sentence
No asset of the Parent, any Blocker Mergersub or the Acquisition Subsidiary (tangible or intangible) is subject to any security interest.
Peterson, “A Colloquy on Learning Objectives for Engineering Education Laboratories”, Proceedings of the 2002 ASEE Annual ASEE Conference and Exhibition, June 2002.
There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock or other equity of any Blocker Mergersub or of the Acquisition Subsidiary.
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 Blocker Mergersub and the Acquisition Subsidiary is an entity duly organized, validly existing and in corporate and Tax good standing under the laws of the jurisdiction of its organization.
None of the Parent, any Blocker Mergersub or Acquisition Subsidiary is as of the date of this Agreement, nor upon the Closing will be, an “investment company,” a company controlled by an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.
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.
All of the issued and outstanding shares of capital stock of each Blocker Mergersub and the Acquisition Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.
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.
The execution and delivery by the Parent, each Blocker Mergersub and the Acquisition Subsidiary of this Agreement and the Transaction Documents to which any of them are a party, and the consummation by the Parent, each Blocker Mergersub and the Acquisition Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Parent, each Blocker Mergersub and the Acquisition Subsidiary, respectively.