Target Sub definition
Examples of Target Sub in a sentence
Pursuant to an Agreement and Plan of Merger dated as of August 27, 2007 (the “Merger Agreement”) by and among Acquiror, Cougar Acquisition Corporation, a Washington corporation and wholly owned subsidiary of Acquiror (“Sub”), and Target, Sub is merging with and into Target (the “Acquisition”) and Target, as the surviving corporation of the Acquisition, will thereby become a wholly owned subsidiary of Acquiror.
In the event of termination of this Agreement as provided in Section 9.1, this Agreement shall immediately become void and there shall be no liability or obligation on the part of Acquiror, Target, Sub or their respective officers, directors, stockholders or Affiliates, except as set forth in Section 9.3 and further except to the extent that such termination results from the willful breach by any such party of any of its representations, warranties or covenants set forth in this Agreement.
The Merger shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the respective Boards of Directors of Target, Sub and Buyer and by Buyer, as the sole stockholder of Sub.
In rendering such opinion, such counsel shall be entitled to require and rely upon customary representations of officers of Target, Sub and Buyer reasonably satisfactory in form and substance to such counsel.
The respective Boards of Directors of Target, Sub and Buyer are of the opinion that the transactions described herein are in the best interests of the Parties to this Agreement and their respective shareholders.
The foregoing representation as it relates to Licensed Intellectual Property (as defined below) is limited to the interests of Target or Target Sub pursuant to licenses from third parties, each of which is in full force and effect, is valid, binding and enforceable and grants Target or Target Sub such rights to such intellectual property as are used in the Business as currently conducted.
Prior to the Merger, none of Target, Target Sub or any Predecessor has been subject to limitations under Sections 382 or 383 of the Code and none of the available net operating losses and carryovers set forth in the Disclosure Schedule has otherwise been restricted, reduced or limited.
Target owns 310,111.52 shares of Class A common stock and 769,760.6421 shares of Class B common stock of Target Sub, and Target Sub has no other shares of its Class A common stock or Class B common stock outstanding.
The respective Boards of Directors of Target, Sub and Buyer are of the opinion that the transactions described herein are in the best interests of the parties to this Agreement and their respective stockholders.
There is no agreement, judgment, injunction, order or decree binding upon Target, Target Sub or the Founders which has or could reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of Target, Target Sub or the Founders or the operation of the Business as currently conducted.