Interim Operations of Merger Subs Clause Samples
The "Interim Operations of Merger Subs" clause governs the conduct and management of subsidiary entities created specifically for the purpose of facilitating a merger during the period between signing and closing of the transaction. Typically, this clause restricts the merger subsidiaries from engaging in any business activities other than those necessary to complete the merger, such as maintaining their corporate existence and fulfilling legal or contractual obligations related to the transaction. By clearly defining the permissible actions of these entities, the clause ensures that the merger subs remain neutral vehicles for the transaction and do not create unforeseen liabilities or complications, thereby preserving the integrity and predictability of the merger process.
Interim Operations of Merger Subs. Each of the Merger Subsidiaries was formed 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.
Interim Operations of Merger Subs. Each of the Merger Subs was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and each of the Merger Subs has, and immediately prior to the First Effective Time will have, engaged in no business or incurred any liabilities or obligations other than in connection with the transactions contemplated by this Agreement.
Interim Operations of Merger Subs. During the period from the date hereof through the earlier of the First Effective Time or the date of termination of this Agreement, neither Merger Sub shall engage in any activities of any nature except as provided in or contemplated by this Agreement.
Interim Operations of Merger Subs. (a) Merger Sub 1 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 other than those relating to this Agreement. Merger Sub 1 has no liabilities or obligations other than those incident to its formation or pursuant to this Agreement and the Ancillary Agreements to which it is a party.
(b) Merger Sub 2 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 other than those relating to this Agreement. Merger Sub 2 has no liabilities or obligations other than those incident to its formation or pursuant to this Agreement and the Ancillary Agreements to which it is a party.
Interim Operations of Merger Subs. Each of Cactus Sub and Saguaro 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 Cactus Sub nor Saguaro Sub has any liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to Parent, neither is a party to any agreement other than this Agreement and the Cactus Sub Ancillary Agreements or Saguaro Sub Ancillary Agreements, as applicable, and agreements with respect to the appointment of registered agents and similar matters.
Interim Operations of Merger Subs. The Merger Subs were formed by Parent solely for the purpose of engaging in the Transaction, have engaged in no business activities other than in furtherance of the Transaction and have otherwise conducted their operations only as contemplated by this Agreement. Except as disclosed in Section 3.9 of the Parent Disclosure Schedule, each of Merger Sub I and Merger Sub II has no liabilities and, except for a subscription agreement between Merger Sub I and Parent pursuant to which all of Merger Sub I’s authorized capital stock was issued to Parent and Merger Sub I acquired such Parent Ordinary Shares, neither is a party to any agreement other than this Agreement, the agreements contemplated herein and agreements with respect to the appointment of registered agents and similar matters.