Merger Sub I and Merger Sub II Sample Clauses
The 'Merger Sub I and Merger Sub II' clause defines the creation and roles of two subsidiary entities formed by the acquiring company specifically for the purpose of facilitating a merger transaction. Typically, Merger Sub I is merged with the target company in the first step, after which Merger Sub II may be merged with the surviving entity to complete a multi-step acquisition structure, often used in complex mergers such as reverse triangular mergers. This clause ensures a clear legal and operational framework for executing the merger, helping to streamline the process and address regulatory or structural requirements.
Merger Sub I and Merger Sub II. (a) All of the issued and outstanding limited partner interests in Merger Sub I are, and immediately prior to the Company Merger Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub I GP is, and immediately prior to the Company Merger Effective Time will be, the sole general partner of Merger Sub I. Merger Sub I 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 Company Merger 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 transactions contemplated by this Agreement.
(b) All of the issued and outstanding limited partner interests in Merger Sub II are, and, immediately prior to the Partnership Merger Effective Time will be, owned by Merger Sub I or its direct or indirect wholly-owned Subsidiary to be designated by Parent prior to the Partnership Merger Effective Time. Merger Sub II GP is, and immediately prior to the Partnership Merger Effective Time will be, the sole general partner of Merger Sub II. Merger Sub II 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 Partnership Merger 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 transactions contemplated by this Agreement.
(c) None of Parent, Merger Sub I or Merger Sub II or any of their respective Subsidiaries beneficially owns (as defined in Rule 13d-3 under the Exchange Act) any Company Shares or Partnership Units or any securities that are convertible into or exchangeable or exercisable for Company Shares or Partnership Units, or holds any rights to acquire or vote any Company Shares or Partnership Units, other than pursuant to this Agreement. None of Parent, Merger Sub I or Merger Sub II or any of their respective Subsidiaries, or the “affiliates” or, to the knowledge of Parent, the “associates” of any such Person, is, nor at any time during the last five (5) years has been, an “interested stockholder” of the Company, in each case as defined in Section 3-601 of the Maryland General Corporation Law.
Merger Sub I and Merger Sub II. Merger Sub I and Merger Sub II have each been formed solely for the purpose of engaging in the Transactions and prior to the Closing will have engaged in no other business activities and will have incurred no liabilities or obligations other than in connection with the Transactions.
Merger Sub I and Merger Sub II. In this Agreement, any reference to Parent’s knowledge means the actual knowledge, after reasonable inquiry, of M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The defined term “
Merger Sub I and Merger Sub II. (a) Thermage shall take all action necessary to form Merger Sub I under Delaware law as soon as reasonably practicable after the date hereof. The exclusive purpose for Merger Sub I shall be to participate in the First Merger. As soon as practicable after Merger Sub I is formed, Merger Sub I shall become a party to this Agreement. All of the interests of Merger Sub I shall at all times from its formation until the Effective Time be owned by Thermage. Merger Sub I shall have no assets or operations at any time prior to the Effective Time.
(b) Thermage shall take all action necessary to cause Merger Sub I, Merger Sub II, the First Step Surviving Company and the Surviving Company to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement.
Merger Sub I and Merger Sub II. Merger Sub I and Merger Sub II have each been formed solely for the purpose of engaging in the Transactions and prior to the Closing will have engaged in no other business activities and will have incurred no liabilities or obligations other than in connection with the Transactions.