Common use of Operations of Merger Sub Clause in Contracts

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by 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.

Appears in 6 contracts

Sources: Agreement and Plan of Merger (Herc Holdings Inc), Agreement and Plan of Merger (Herc Holdings Inc), Agreement and Plan of Merger (H&E Equipment Services, Inc.)

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, transactions contemplated hereby and prior to the Effective Time, Merger Sub Time will not have engaged in any no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementherein. Parent owns beneficially and of record all All of the outstanding shares of capital stockstock of Merger Sub is, and other equity and voting interest inas of the Effective Time will be, Merger Sub free and clear of all Liensowned directly or indirectly by Parent.

Appears in 5 contracts

Sources: Merger Agreement (Phoenix Companies Inc/De), Merger Agreement, Merger Agreement (Virgin Mobile USA, Inc.)

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Merger Sub will not have Contemplated Transactions and has engaged in any other no business activities and will have incurred no liabilities or obligations other than except as contemplated by this AgreementAgreement or incident to its formation. Parent owns beneficially and of record all All of the issued and outstanding capital stockstock of Merger Sub is, and other equity and voting interest inat the Effective Time will be, Merger Sub free and clear of all Liensowned by Parent.

Appears in 3 contracts

Sources: Merger Agreement (Duckhorn Portfolio, Inc.), Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co)

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, transactions contemplated by this Agreement and prior to the Effective Time, Merger Sub Time will not have engaged in any no other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreementherein. Parent owns All of the outstanding shares of capital stock of Merger Sub are, and as of immediately prior to the Effective Time will be, owned beneficially and of record all of the outstanding capital stock, and other equity and voting interest in, Merger Sub free and clear of all Liensdirectly or indirectly by Parent.

Appears in 3 contracts

Sources: Merger Agreement (Wyndham Hotels & Resorts, Inc.), Merger Agreement (Wyndham Worldwide Corp), Merger Agreement (La Quinta Holdings Inc.)

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by the Financing Letters and this Agreement. Parent owns beneficially and of record all of the outstanding capital stockmembership interests, and other equity and voting interest in, Merger Sub free and clear of all Liensliens.

Appears in 2 contracts

Sources: Merger Agreement (Liberty Tax, Inc.), Merger Agreement (Vitamin Shoppe, Inc.)

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by 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 Liensliens.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Hall of Fame Resort & Entertainment Co), Merger Agreement (Embark Technology, Inc.)

Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding share capital of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Mergertransactions contemplated hereby (including obtaining the financing therefor), has engaged in no and, prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as which are not strictly related to the transactions contemplated by 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 Lienshereby.

Appears in 2 contracts

Sources: Merger Agreement (Lumenis LTD), Merger Agreement (Lumenis LTD)

Operations of Merger Sub. Merger Sub has been is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the MergerContemplated Transactions. Merger Sub does not, and will not prior to Closing, own, or have the right to own, any assets, including, tangible and intangible, personal and real property. Merger Sub has never engaged in, and will not engage in prior to Closing, any business activities, and Merger Sub has never owned, and, will not prior to the Effective Timeown, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by 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 Liensassets.

Appears in 1 contract

Sources: Merger Agreement (Autovative Products Inc)

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the MergerMerger or another similar transaction, and, prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations Liabilities other than as contemplated by any agreements or arrangements entered into in connection with this Agreement. Parent owns owns, directly or indirectly, 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 1 contract

Sources: Merger Agreement (Roper Technologies Inc)

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Merger Sub will has not have engaged in any other business activities and will have has incurred no liabilities or obligations other than those incident to its formation and other than as contemplated by the Equity Commitment Letter or any agreements or arrangements entered into in connection with the Debt Financing, the Guaranty, and 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 Liensliens.

Appears in 1 contract

Sources: Merger Agreement (Mobileiron, Inc.)

Operations of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by the Financing Letters or any agreements or arrangements entered into in connection with the Financing and 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.

Appears in 1 contract

Sources: Merger Agreement (Tessco Technologies Inc)

Operations of Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by the Commitment Letters, the Guarantee and this Agreement. Parent owns beneficially and of record all of the outstanding capital stockshare capital, and other equity and voting interest in, Merger Sub free and clear of all Liensliens.

Appears in 1 contract

Sources: Merger Agreement (Diversey Holdings, Ltd.)