Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued, fully paid and non-assessable. Merger Sub is a direct, wholly-owned subsidiary of Parent that has been formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein.
Appears in 3 contracts
Sources: Merger Agreement (SpineZ), Merger Agreement (National Holdings Corp), Merger Agreement (Gilman Ciocia, Inc.)
Operations of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 0.001 per share, all 100 shares of which are validly issued, fully paid issued and non-assessableoutstanding. Merger Sub is a direct, wholly-owned subsidiary of Parent that has been formed solely for the purpose of engaging in the transactions contemplated hereby and Merger, and, prior to the Effective Time will Time, Merger Sub shall not have engaged in no any other business activities and will shall not have incurred no liabilities or obligations other than as contemplated hereinby this Agreement. Parent indirectly owns beneficially and of record all of the outstanding capital stock and other equity and voting interest in, Merger Sub free and clear of all liens.
Appears in 2 contracts
Sources: Merger Agreement (Paychex Inc), Agreement and Plan of Merger (Paycor Hcm, Inc.)
Operations of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued, fully paid issued and non-assessableoutstanding. Merger Sub is a direct, wholly-owned subsidiary of Parent that has been formed solely for the purpose of engaging in the transactions contemplated hereby and Merger, and, prior to the Effective Time will Time, Merger Sub shall not have engaged in no any other business activities and will shall not have incurred no liabilities or obligations other than as contemplated hereinby this Agreement. Parent owns beneficially and of record all of the outstanding capital stock and other equity and voting interest in, Merger Sub free and clear of all liens.
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