Common use of Interim Operations of Merger Sub Clause in Contracts

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was is a direct, wholly-owned subsidiary of Parent formed by Parent solely for the purpose of engaging in effecting the transactions contemplated by this AgreementMerger, has engaged in no other business activities and has conducted its operations only no activity and has incurred no liability or obligation other than as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was is a direct, wholly-owned subsidiary of Parent formed by Parent solely for the purpose of engaging in making the transactions contemplated by this AgreementOffer and effecting the Merger, has engaged in no other business activities and has conducted its operations only no other material activity and has incurred no other material liability or obligation other than as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement Agreement, the agreements contemplated herein and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreementhereby, has engaged in no other business activities or activities, has incurred no other obligations or liabilities, has no other assets and has conducted its operations only as contemplated by this Agreementhereby. All of the outstanding capital stock of Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to is owned directly by Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, Merger and the other Transactions and has engaged in no business other business activities than in connection with the Merger and has conducted its operations only as contemplated by this Agreementthe other Transactions. Merger Sub has no liabilities and, except for is a subscription agreement pursuant to which all wholly-owned Subsidiary of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by -------------------------------- Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub is wholly-owned (directly or indirectly) by Parent, was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub is a direct wholly owned subsidiary of Parent. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this AgreementMerger and the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar mattershereby.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, and has engaged in no other business activities and has conducted its operations only as contemplated by other than those relating to this Agreement. Merger Sub has no liabilities and, except for a subscription agreement or obligations other than those incident to its formation or pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect the Ancillary Agreements to the appointment of registered agents and similar matterswhich it is a party.

Interim Operations of Merger Sub. Merger Sub was formed by Parent -------------------------------- solely for the purpose of engaging in the transactions contemplated by this Agreement, Merger and the other Transactions and has engaged in no business other business activities than in connection with the Merger and has conducted its operations only as contemplated by this Agreementthe other Transactions. Merger Sub has no liabilities and, except for is a subscription agreement pursuant to which all wholly-owned Subsidiary of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub is wholly-owned by Parent, was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, Transactions and has not engaged in no other any business activities and has or conducted its any operations only as contemplated by this Agreementother than in connection with the Transactions. Merger Sub has no liabilities andParent directly owns, except for a subscription agreement pursuant to which of record, all the outstanding shares of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar mattersMerger Sub.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, Liabilities other than as contemplated by this Agreement and is not a party to any agreement Contract other than this Agreement Agreement, the Merger Sub Ancillary Agreements and agreements Contracts with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities Liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, Agreement has not engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities liabilities, except pursuant to this Agreement and, except for a subscription agreement pursuant to which all of its authorized capital stock Capital Stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub is a direct wholly-owned Subsidiary of Parent. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this AgreementMerger and the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar mattershereby.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, Transactions and has not engaged in no other any business activities and has or conducted its any operations only as contemplated by this Agreementother than in connection with the Transactions. Merger Sub has no liabilities andParent directly owns, except for a subscription agreement pursuant to which of record, all the outstanding shares of its authorized capital stock was issued to Parentof AcquisitionCo and AcquisitionCo directly owns, is not a party to any agreement other than this Agreement and agreements with respect to of record, all the appointment outstanding shares of registered agents and similar matterscapital stock of Merger Sub.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of entering into this Agreement and engaging in the transactions contemplated by this Agreement, including the Merger, and has not engaged in no other any business activities and has or conducted its any operations only other than in connection with such transactions. Except as contemplated by this Agreement. set forth in Section 4.06 of the Parent Disclosure Letter, Merger Sub has no Subsidiaries, no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar mattersno indebtedness.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities Liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to a wholly owned Subsidiary of Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to ParentParent , is not a party to any agreement other than this Agreement and the Merger Sub Ancillary Agreements and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Each Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Neither Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, Agreement has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement Agreement, the agreements contemplated herein and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Parent is the sole stockholder of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, and has engaged in no other business activities and has conducted its operations only as contemplated by other than those relating to this Agreement. Merger Sub has no liabilities and, except for a subscription agreement or obligations other than those incident to its formation or pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect the Ancillary Agreements to the appointment of registered agents and similar matterswhich it is a party.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is validly issued, fully paid and non-assessable. Merger Sub has no liabilities Liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, and is not a party to any agreement other than this Agreement Agreement, the agreements contemplated herein and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, and has engaged in no other business activities and has conducted its operations only as other than the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to is owned directly or indirectly by Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities Liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription its operating agreement pursuant to which all of its authorized capital stock was limited liability interests were issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was -------------------------------- formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was -------------------------------- formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities andliabilities, and except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by -------------------------------- Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities andliabilities, and except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions expressly contemplated by this Agreement, Agreement and has not engaged in no other any business activities and has or conducted its any operations only as other than in connection with the transactions expressly contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub has no liabilities andis, except for and at the Effective Time will be, owned by Parent or a subscription agreement pursuant to which all direct or indirect wholly-owned Subsidiary of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. The Merger Sub was Subs were formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, has have engaged in no other business activities and has have conducted its operations only as contemplated by this Agreement. The Merger Sub has Subs have no liabilities Liabilities and, except for a subscription agreement pursuant to which all of its their respective authorized capital stock was issued to Parent, is are not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

Interim Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement, Agreement and has not engaged in no other any business activities and has or conducted its any operations only as other than in connection with the transactions contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.