Ownership and Operations of Merger Sub. Parent owns, indirectly, beneficially and of record all of the outstanding equity of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any business activities other than those relating to the Transactions.
Appears in 3 contracts
Sources: Merger Agreement (New Fortress Energy Inc.), Merger Agreement (Golar LNG LTD), Merger Agreement (Golar LNG Partners LP)
Ownership and Operations of Merger Sub. Parent owns, indirectly, directly or indirectly owns beneficially and of record all of the outstanding equity capital stock of Merger Sub, free and clear of all Liens, except for Permitted Liens and such Liens as may be applicable under the Securities Act or other applicable securities Laws. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any other business activities other than those relating to the Transactions.
Appears in 3 contracts
Sources: Merger Agreement (Galaxy Gaming, Inc.), Merger Agreement (Soliton, Inc.), Merger Agreement (MyoKardia, Inc.)
Ownership and Operations of Merger Sub. Parent owns, indirectly, owns beneficially and of record all of the issued and outstanding equity shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any business activities other than those relating to the Transactions.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (American International Group Inc), Merger Agreement (Validus Holdings LTD)
Ownership and Operations of Merger Sub. Parent owns, indirectly, owns beneficially and of record all of the outstanding equity shares of Merger Sub, free and clear of all LiensEncumbrances, except for encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities law. Merger Sub was formed solely for the purpose of engaging in entering into the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any other business activities other than those relating to the Transactions.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
Ownership and Operations of Merger Sub. Parent owns, indirectly, directly or indirectly owns beneficially and of record all of the issued and outstanding equity shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and as of immediately prior to the Effective Time, will not have engaged in any other business activities other than those relating to the TransactionsTransactions and will have no liabilities other than those contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Western Union CO), Merger Agreement (International Money Express, Inc.)
Ownership and Operations of Merger Sub. Parent owns, indirectly, owns beneficially and of record all of the issued and outstanding equity shares of Merger Sub, free and clear of all LiensLiens (other than transfer restrictions arising under applicable securities Laws). Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and as of immediately prior to the Effective Time, will not have engaged in any other business activities other than those relating to the Transactions and will have no liabilities other than those contemplated by, or arising in connection with, this Agreement or the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Verizon Communications Inc), Merger Agreement (Frontier Communications Parent, Inc.)
Ownership and Operations of Merger Sub. Parent owns, indirectly, owns beneficially and of record record, directly or indirectly, all of the issued and outstanding equity shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any business activities other than those relating to the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Navigators Group Inc), Merger Agreement (Hartford Financial Services Group Inc/De)
Ownership and Operations of Merger Sub. Parent owns, indirectly, or a wholly owned direct or indirect Subsidiary of Parent owns beneficially and of record all of the outstanding equity shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any other business activities other than those relating to the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Regal Rexnord Corp), Merger Agreement (Altra Industrial Motion Corp.)
Ownership and Operations of Merger Sub. Parent owns, indirectly, owns beneficially and of record all of the outstanding equity capital stock of Merger Sub, free and clear of all Liens. Each of Parent and Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any other business activities other than those relating to the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Fresh Market, Inc.), Merger Agreement (Fresh Market, Inc.)
Ownership and Operations of Merger Sub. Parent owns, indirectly, owns beneficially and of record all of the outstanding equity shares of Merger Sub, free and clear of all LiensEncumbrances (other than Encumbrances of general applicability as may be provided under the Securities Act or other applicable securities Laws). Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any other business activities other than those relating to the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Tabula Rasa HealthCare, Inc.), Merger Agreement (Tabula Rasa HealthCare, Inc.)
Ownership and Operations of Merger Sub. Parent owns, indirectly, indirectly owns beneficially and of record all of the outstanding equity capital stock of Merger Sub, free and clear of all Liens, except for Permitted Liens and such Liens as may be applicable under the Securities Act or other applicable securities Laws. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the TransactionsTransactions and, and prior to the Effective Time, will not have engaged in any other business activities other than those relating to the Transactions.
Appears in 1 contract
Ownership and Operations of Merger Sub. Parent owns, indirectly, indirectly owns beneficially and of record all of the outstanding equity limited liability company interests of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated by this Agreement and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactionstransactions contemplated by this Agreement, and prior to the Effective Time, will not have engaged in any other business activities other than those relating to the Transactionssuch transactions.
Appears in 1 contract
Ownership and Operations of Merger Sub. Parent owns, indirectly, beneficially and of record all of the outstanding equity of and voting interests in Merger Sub, Sub free and clear of all LiensLiens (except for Liens under applicable federal, state and other securities laws). Merger Sub was has been formed solely for the purpose of engaging in the TransactionsMerger, has no assetsand, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will Merger Sub shall not have engaged in any other business activities and shall not have incurred liabilities or obligations other than those relating to the Transactionsas contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Atlas Technical Consultants, Inc.)
Ownership and Operations of Merger Sub. Parent owns, indirectly, owns beneficially and of record all of the issued and outstanding equity shares of Merger SubSub indirectly, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any business activities other than those relating to the Transactions.
Appears in 1 contract
Sources: Merger Agreement (Endurance Specialty Holdings LTD)
Ownership and Operations of Merger Sub. Parent owns, indirectly, directly or indirectly owns beneficially and of record all of the issued and outstanding equity shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any business activities other than those relating to the Transactions.
Appears in 1 contract
Sources: Merger Agreement (Xl Group LTD)