No Ownership of Company Common Stock. As of the date hereof, none of Parent, Merger Sub or any of their respective Affiliates owns (directly or indirectly, beneficially or of record) any Company Common Stock or Company Preferred Stock, and none of Parent, Merger Sub or any of their respective Affiliates hold any rights to acquire or vote any Company Common Stock, except pursuant to this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Broadcast International Inc), Merger Agreement (Broadcast International Inc), Merger Agreement (Alldigital Holdings, Inc.)
No Ownership of Company Common Stock. As of the date hereof, none of Parent, Merger Sub or any of their respective Affiliates owns (directly or indirectly, beneficially or of record) any Company Common Stock or Company Preferred Stock, and none of Parent, Merger Sub or any of their respective Affiliates hold any rights to acquire or vote any Company Common Stock, except pursuant to this Agreement. To the Knowledge of Parent, neither Parent nor Merger Sub is, or at any time during the past three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Opnext Inc), Merger Agreement (Oclaro, Inc.)
No Ownership of Company Common Stock. As of the date hereof, none neither Parent nor any Subsidiary of ParentParent (including Acquisition Sub) beneficially owns, Merger Sub or any of their respective Affiliates owns (directly or indirectly, beneficially or any shares of record) any Company Common Stock or other Equity Interests convertible into, exchangeable for or exercisable for shares of Company Preferred Common Stock, and none of Parent, Merger Sub or neither Parent nor any of their respective Affiliates hold its Subsidiaries (including Acquisition Sub) has any rights to acquire or vote any shares of Company Common Stock, except pursuant to this Agreement.
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No Ownership of Company Common Stock. As None of the date hereofSponsor, none of Parent, Merger Sub Sub, InHealth, LLC or any Affiliates under the control of their respective Affiliates Parent or Merger Sub beneficially owns (directly or indirectly, beneficially or within the meaning of recordSection 13 of the Securities Exchange Act and the rules and regulations promulgated thereunder) any Company Common Stock or Company Preferred Stock, and none of Parent, Merger Sub or any of their respective Affiliates hold holds any rights to acquire or vote any Company Common Stock, Stock except pursuant to this AgreementAgreement and the Support Agreements.
Appears in 1 contract
Samples: Merger Agreement (Health Grades Inc)
No Ownership of Company Common Stock. As of the date hereofof this Agreement, none of Parent, Merger Sub or any of their respective controlled Affiliates owns (beneficially owns, directly or indirectly, beneficially or is the record holder of record) any shares of Company Common Stock or Company Preferred Stockany option, and none of Parent, Merger Sub warrant or any of their respective Affiliates hold any rights other right to acquire or vote any shares of Company Common Stock, except pursuant to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Zale Corp)
No Ownership of Company Common Stock. As of the date hereofof this Agreement, none of Parent, Parent or Merger Sub or any of their respective Subsidiaries, Affiliates or associates beneficially owns (directly any Class A Shares or indirectly, beneficially Class B Shares or of record) any Company Common Stock or Company Preferred Stock, and none of Parent, Merger Sub or any of their respective Affiliates hold has any rights to acquire or vote any shares of capital stock of the Company Common Stock, (except pursuant to this Agreement).
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