Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 shares of common stock, par value $0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC or a direct or indirect wholly-owned Subsidiary of MMC. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Marsh & McLennan Companies Inc), Merger Agreement (Kroll Inc)
Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists of (a) 100 1,000 shares of common stock, par value $0.01 1.00 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned owned, directly or indirectly, by MMC Parent. Merger Sub does not have outstanding any option, warrant, right or any other agreement pursuant to which any Person other than Parent or a direct or indirect wholly-wholly owned Subsidiary thereof may acquire any equity security of MMCMerger Sub. Merger Sub has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (National Instruments Corp), Merger Agreement (Emerson Electric Co)
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 shares of common stock, par value $0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC Parent or a direct or indirect wholly-wholly owned Subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Vestar Capital Partners v L P), Merger Agreement (Radiation Therapy Services Inc)
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 1,000 shares of common stockCommon Stock, par value $0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC Parent or a direct or indirect wholly-wholly owned Subsidiary subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Dow Chemical Co /De/), Merger Agreement (Rohm & Haas Co)
Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists of (a) 100 shares of common stock, par value $0.01 0.001 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC Parent or a direct or indirect wholly-wholly owned Subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Triquint Semiconductor Inc), Agreement and Plan of Merger (Wj Communications Inc)
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC Parent or a direct or indirect wholly-wholly owned Subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Dresser-Rand Group Inc.)
Capitalization of Merger Sub. As of the date of this Agreement, the authorized share capital stock of Merger Sub consists of (a) 100 1,000 shares of common stock, par value $0.01 per share, all 100 of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and or outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC or a direct or indirect wholly-owned Subsidiary of MMCParent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and Agreement, the Merger and the other transactions contemplated by this AgreementAgreement (including the Debt Financing).
Appears in 2 contracts
Sources: Merger Agreement (Scientific Games Corp), Merger Agreement (WMS Industries Inc /De/)
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 5,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC Parent or a direct or indirect wholly-owned Subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this AgreementTransactions.
Appears in 2 contracts
Sources: Merger Agreement (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Capitalization of Merger Sub. As of the date of this Agreementhereof, the authorized capital stock of Merger Sub consists of (a) 100 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC or a direct or indirect wholly-owned Subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Ancestry.com Inc.)
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 shares of common stock, par value $0.01 0.001 per share, all of which shares are validly issued and outstanding, outstanding and (b) 100 shares of preferred stock, par value $0.01 0.001 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC CWT or a direct or indirect wholly-owned Subsidiary subsidiary of MMCCWT. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC Parent or a direct or indirect wholly-wholly owned Subsidiary subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (BMP Sunstone CORP)
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 5,000 shares of common stock, par value $0.01 per share, all 1,000 shares of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC or a direct or indirect wholly-owned Subsidiary of MMCParent. Merger Sub has no outstanding option, warrant, right, or any other agreement pursuant to which any Person other than Parent may acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof of this Agreement and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 1,000 shares of common stock, par value $0.01 per share, all 100 of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC Parent or a direct or indirect wholly-wholly owned Subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Zendesk, Inc.)
Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 1,000 shares of common stock, $0.01 par value $0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by MMC Parent or a direct or indirect wholly-wholly owned Subsidiary of MMCParent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract