Ownership of Company Capital Stock. None of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly “owns,” and at all times during the three-year period prior to the date of this Agreement, none of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Biosphere Medical Inc), Merger Agreement (Merit Medical Systems Inc)
Ownership of Company Capital Stock. None Neither Parent, Purchaser nor any of their respective affiliates is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly “owns,” and at all times during the three-year period prior to the date of this Agreement, none of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL. As of the date of this Agreement, Parent and its affiliates collectively beneficially own (as defined in the Rules promulgated under the Exchange Act) 1,000 shares of Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)
Ownership of Company Capital Stock. None of the Parent Parent, Purchaser or any of the Parent’s “Affiliatesaffiliates” or “Associatesassociates” directly or indirectly “owns,” and is, nor at all times any time during the three-year period prior to the date of this Agreementlast three (3) years has been, none an “interested stockholder” of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCLDGCL (other than as contemplated by this Agreement).
Appears in 2 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Cougar Biotechnology, Inc.)
Ownership of Company Capital Stock. None of the Neither Parent or nor any of the Parent’s its “Affiliatesaffiliates” or “Associatesassociates” directly or indirectly “owns,” and at all times during the three-year period prior to the date of this Agreement, none of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Company Common Stock, (as those terms are defined in Section 203 of the DGCL) is, nor at any time during the past three (3) years has been, an “interested stockholder” of the Company as defined either in the Company Certificate or in Section 203 of the DGCL. Neither Parent nor any entity controlled, directly or indirectly through any person or persons, by Parent beneficially owns any Company Shares, or has beneficially owned any Company Shares at any time during the past three (3) years.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Integrated Device Technology Inc)
Ownership of Company Capital Stock. None Neither Sponsor, Parent, Purchaser nor any of their respective affiliates is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly “owns,” and at all times during the three-year period prior to the date of this Agreement, none of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Presstek Inc /De/)
Ownership of Company Capital Stock. None of the Parent Parent, Merger Sub or any of the Parent’s their respective “Affiliatesaffiliates” or “Associatesassociates” directly or indirectly “owns,” and is, nor at all times any time during the three-year period prior to the date of this Agreementlast three (3) years has it been, none an “interested stockholder” of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Company Common StockCompany, as those such terms are defined in Section 203 of the DGCLDGCL (other than as contemplated by this Agreement).
Appears in 1 contract
Ownership of Company Capital Stock. None of Parent, the Parent Purchaser or any of the Parent’s their “Affiliatesaffiliates” or “Associatesassociates” directly is, or indirectly “owns,” and at all times any time during the three-year period prior to the date of this Agreementlast three (3) years has been, none an “interested stockholder” of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCLDGCL (other than as contemplated by this Agreement).
Appears in 1 contract
Ownership of Company Capital Stock. None of the Neither Parent or nor Acquisition Sub nor any of their respective Subsidiaries or the Parent’s “Affiliatesaffiliates” or “Associatesassociates” directly or indirectly “owns,” and of such entity is, nor at all times any time during the three-year period prior to the date of this Agreementlast three (3) years has it been, none an “interested stockholder” of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwiseCompany, any of the outstanding Company Common Stockin each case, as those terms are defined in Section 203 203(c) of the DGCL. Neither Parent nor Acquisition Sub nor any of their respective Affiliates owns any Company Shares.
Appears in 1 contract
Ownership of Company Capital Stock. None of the Parent Parent, Acquisition Sub or any of the Parent’s “Affiliates” their "affiliates" or “Associates” directly "associates" is, or indirectly “owns,” and at all times any time during the three-year period prior to the date of this Agreementlast three (3) years has been, none an "interested stockholder" of the Parent or any of the Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Bioclinica Inc)