Common use of Interested Stockholder Clause in Contracts

Interested Stockholder. Neither Parent nor any of its Subsidiaries nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 203 of the DGCL) is, or has been at any time during the period commencing three (3) years prior to the date hereof through the date hereof, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL. Neither Parent nor Acquisition Sub beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of capital stock or other securities of the Company or any options, warrants or other rights to acquire shares of capital stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.

Appears in 6 contracts

Samples: Merger Agreement (Mill Road Capital II, L.P.), Merger Agreement (Skullcandy, Inc.), Merger Agreement (Mill Road Capital II, L.P.)

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Interested Stockholder. Neither Parent nor any of its Subsidiaries Affiliates (including Merger Sub), nor any of their respective affiliatesaffiliate” or “associatesassociate” (as such terms are defined in Section 203 of the DGCL) thereof, is, or has been at any time during the period commencing three (3) years prior to the date hereof through the date hereof, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL. Neither Parent None of Parent, Merger Sub nor Acquisition Sub any of their Affiliates beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of capital stock Shares or other securities of the Company or any options, warrants or other rights to acquire shares of capital stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company, in each case, other than held through a pension or other employee benefit plan or investments through mutual funds or other similar investment vehicles.

Appears in 2 contracts

Samples: Merger Agreement (Reata Pharmaceuticals Inc), Merger Agreement (Biogen Inc.)

Interested Stockholder. Neither Parent nor any of its Subsidiaries nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 203 of the DGCL) is, or has been at any time during the period commencing three (3) years prior to the date hereof through the date hereof, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL. Neither Parent nor Acquisition Sub beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of capital stock or other securities of the Company or any options, warrants or other rights to acquire shares of capital stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.

Appears in 2 contracts

Samples: Merger Agreement (Aratana Therapeutics, Inc.), Merger Agreement (Elanco Animal Health Inc)

Interested Stockholder. Neither Parent nor any of its Subsidiaries (including Merger Sub), nor any of their respective affiliatesaffiliate” or “associatesassociate” (as such terms are defined in Section 203 of the DGCL) thereof, is, or has been at any time during the period commencing three (3) years prior to the date hereof through the date hereof, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL. Neither Parent None of Parent, Merger Sub nor Acquisition Sub any of their Affiliates beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of capital stock Company Shares or other securities of the Company or any options, warrants or other rights to acquire shares of capital stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.

Appears in 1 contract

Samples: Merger Agreement (Nextgen Healthcare, Inc.)

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Interested Stockholder. Neither Parent nor any of its Subsidiaries Affiliates (including Merger Sub), nor any of their respective affiliatesaffiliate” or “associatesassociate” (as such terms are defined in Section 203 of the DGCL) thereof, is, or has been at any time during the period commencing three (3) years prior to the date hereof through the date hereof, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL. Neither Parent nor Acquisition Sub any Affiliate of Parent (including Merger Sub) beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of capital stock Company Shares or other securities of the Company or any options, warrants or other rights to acquire shares securities of capital stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.

Appears in 1 contract

Samples: Merger Agreement (Icosavax, Inc.)

Interested Stockholder. Neither Parent nor any of its Subsidiaries Affiliates (including Merger Sub), nor any of their respective affiliatesaffiliate” or “associatesassociate” (as such terms are defined in Section 203 of the DGCL) thereof, is, or has been at any time during the period commencing three (3) years prior to the date hereof through the date hereof, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL. Neither Parent None of Parent, Merger Sub nor Acquisition Sub any of their Affiliates beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of capital stock Company Shares or other securities of the Company or any options, warrants or other rights to acquire shares of capital stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.

Appears in 1 contract

Samples: Merger Agreement (Prometheus Biosciences, Inc.)

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