Ownership of Company Common Stock. None of Parent or any of 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 Parent or any of 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 4 contracts
Samples: Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Sciele Pharma, Inc.), Merger Agreement (Sepracor Inc /De/)
Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of Parent's "Affiliates" their respective “affiliates” or "Associates" directly “associates” is, or indirectly "owns," and has been at all times any time during the three-year period prior to the date of this Agreementlast three years, none of Parent or any of Parent's "Affiliates" or "Associates" directly or indirectly has "owned," beneficially or otherwise, any an “interested stockholder” of the outstanding Company Common Stock, (in each case as those such terms are defined in Section 203 of the DGCL). Neither Parent, Merger Sub or any of their respective “affiliates” or “associates” “owns” (in each case as such terms are defined in Section 203 of the DGCL) any Company Common Stock or holds any rights to acquire any Company Common Stock except pursuant to this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (PPD, Inc.), Merger Agreement (Thermo Fisher Scientific Inc.), Merger Agreement (Endocyte Inc)
Ownership of Company Common Stock. None of the Purchaser or the Parent or any of Parent's "Affiliates" or "Associates" their Affiliates directly or indirectly "“owns," ” beneficially or otherwise, and at all times during the three-year period prior to the date of this Agreement, none of the Purchaser, the Parent or any of Parent's "Affiliates" or "Associates" their Affiliates 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: Agreement and Plan of Merger (Salesforce Com Inc), Merger Agreement (Demandware Inc)
Ownership of Company Common Stock. None Neither Parent nor any of its Affiliates or associates is, nor at any time during the last three years has Parent or any of Parent's "Affiliates" its Affiliates or "Associates" directly or indirectly "owns," and at all times during the three-year period prior to the date of this Agreementassociates been, none of Parent or any of Parent's "Affiliates" or "Associates" directly or indirectly has "owned," beneficially or otherwise, any an “interested stockholder” of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Ikena Oncology, Inc.), Merger Agreement (Revolution Medicines, Inc.)
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "’s “Affiliates" ” or "“Associates" ” directly or indirectly "“owns," ” and at all times during the threetwo-year period prior to the date of this Agreement, none of neither Parent or nor any of Parent's "Affiliates" or "Associates" ’s Affiliates directly or indirectly has "“owned," ” beneficially or otherwise, any 10% or more of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Transmontaigne Inc)
Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of Parent's "Affiliates" their respective “affiliates” or "Associates" directly “associates” is, or indirectly "owns," and has been at all times any time during the three-year period prior last three years, an “interested stockholder” of the Company subject to the date of this Agreement, none of Parent or any of Parent's "Affiliates" or "Associates" directly or indirectly has "owned," beneficially or otherwise, any of the outstanding Company Common Stockrestrictions on “business combinations” (in each case, as those such quoted terms are defined in under Section 203 of the DGCL) set forth in Section 203(a) of the DGCL. Neither Parent nor Merger Sub nor any of their affiliates own any shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Jazz Pharmaceuticals PLC), Merger Agreement (Celator Pharmaceuticals Inc)
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "’s “Affiliates" ” or "“Associates" ” directly or indirectly "“owns," ” and at all times during the three-year period prior to the date of this Agreementsince January 1, none of 2004, neither Parent or nor any of Parent's "Affiliates" or "Associates" ’s Affiliates directly or indirectly has "“owned," ” beneficially or otherwise, any 15% or more of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xenogen Corp), Merger Agreement (Xenogen Corp)
Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of Parent's "Affiliates" their “affiliates” or "Associates" directly “associates” is, or indirectly "owns," and has been at all times any time during the three-year period prior last three years, an “interested stockholder” of the Company subject to the date of this Agreement, none of Parent or any of Parent's "Affiliates" or "Associates" directly or indirectly has "owned," beneficially or otherwise, any of the outstanding Company Common Stockrestrictions on “business combinations” (in each case, as those such quoted terms are defined in under Section 203 of the DGCL) set forth in Section 203(a) of the DGCL. None of Parent, Merger Sub or any of their controlled Affiliates owns any shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Regal Rexnord Corp), Merger Agreement (Altra Industrial Motion Corp.)
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "’s “Affiliates" ” or "“Associates" ” directly or indirectly "“owns," ” and at all times during the three-year period prior to the date of this Agreementsince August 1, none of 2002, neither Parent or nor any of Parent's "Affiliates" or "Associates" ’s Affiliates directly or indirectly has "“owned," ” beneficially or otherwise, any 15% or more of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Digene Corp), Merger Agreement (Eyetech Pharmaceuticals Inc)
Ownership of Company Common Stock. None As of the date hereof, neither Parent or nor any of Parent's "’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 Parent or any of 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 (Southwest Community Bancorp), Merger Agreement (Placer Sierra Bancshares)
Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of Parent's "Affiliates" their respective “affiliates” or "Associates" directly “associates” is, or indirectly "owns," and has been at all times any time during the three-year period prior last three years, an “interested stockholder” of the Company subject to the date of this Agreement, none of Parent or any of Parent's "Affiliates" or "Associates" directly or indirectly has "owned," beneficially or otherwise, any of the outstanding Company Common Stockrestrictions on “business combinations” (in each case, as those such quoted terms are defined in under Section 203 of the DGCL) set forth in Section 203(a) of the DGCL. Neither Parent nor Merger Sub nor any of their controlled Affiliates own any shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Momentive Performance Materials Inc.)
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "’s “Affiliates" ” or "“Associates" ” directly or indirectly "“owns," ” and at all times during the three-year period prior to the date of this Agreementsince January 1, none of 2008, neither Parent or nor any of Parent's "Affiliates" or "Associates" ’s Affiliates directly or indirectly has "“owned," ” beneficially or otherwise, any 15% or more of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Vaxgen Inc), Merger Agreement (Oxigene Inc)
Ownership of Company Common Stock. None of the Parent or any of the Parent's "’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 "’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 (Mapinfo Corp), Merger Agreement (Mapinfo Corp)
Ownership of Company Common Stock. None of the Purchaser or the Parent or any of Parent's "their “Affiliates" ” or "“Associates" ” directly or indirectly "“owns," ” beneficially or otherwise, and at all times during the three-year period prior to the date of this Agreement, none of the Purchaser, the Parent or any of Parent's "their respective “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 (Epizyme, Inc.)
Ownership of Company Common Stock. None of Parent or any of Parent's "Affiliates" ’s “affiliates” or "Associates" “associates” directly or indirectly "“owns," ” and at all times during the three-year period prior to the date of this Agreement, none of Parent or any of Parent's "Affiliates" ’s “affiliates” or "Associates" “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
Ownership of Company Common Stock. None of the Parent, the Purchaser or any “Affiliate” or “Associate” of either the Parent or any of Parent's "Affiliates" or "Associates" the Purchaser directly or indirectly "“owns," ” and at all times during the three-year period prior to the date of this Agreement, none of the Parent, the Purchaser or any “Affiliate” or “Associate” of either the Parent or any of Parent's "Affiliates" or "Associates" the Purchaser 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 (Trimeris Inc)
Ownership of Company Common Stock. None of Parent Parent, Sub or any of 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 of Parent or any of Parent's "Affiliates" or "Associates" directly or indirectly has "owned," beneficially or otherwise, any an “interested stockholder” of the outstanding Company Common StockCompany, in each case as those such terms are defined in Section 203 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Dialogic Inc.)
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "Affiliates" or "Associates" directly or indirectly "owns," and at all times during the three-year period prior to the date of this Agreementsince January 1, none of 2004, neither Parent or nor any of Parent's "Affiliates" or "Associates" Affiliates directly or indirectly has "owned," beneficially or otherwise, any 15% or more of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.
Appears in 1 contract
Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of Parent's "Affiliates" their respective “affiliates” or "Associates" directly “associates” is, or indirectly "owns," and has been at all times any time during the three-year period prior to last three (3) years preceding the date of this Agreement, none of Parent or any of Parent's "Affiliates" or "Associates" directly or indirectly has "owned," beneficially or otherwise, any an “interested stockholder” of the outstanding Company Common Stocksubject to the restrictions on “business combinations” (in each case, as those such quoted terms are defined in under Section 203 of the DGCL) set forth in Section 203(a) of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Soliton, Inc.)
Ownership of Company Common Stock. None of Parent or any of Parent's "’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 Parent or any of Parent's "’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
Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of 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 of Parent or any of Parent's an "Affiliatesinterested stockholder" 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
Ownership of Company Common Stock. None of Parent Parent, Sub or any of 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 of Parent or any of Parent's an "Affiliatesinterested stockholder" 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
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "Affiliates" ’s “affiliates” or "Associates" “associates” directly or indirectly "“owns," ” and at all times during the three-year period prior to the date of this Agreementsince September 1, none of 2003 neither Parent or nor any of Parent's "Affiliates" or "Associates" parent’s affiliates 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 (Navteq Corp)
Ownership of Company Common Stock. None of the Parent or Merger Sub or any of Parent's "their “Affiliates" ” or "“Associates" ” directly or indirectly "“owns," ”, beneficially or otherwise, and at all times during the three-year period prior to the date of this Agreement, none of Parent the Parent, Merger Sub or any of Parent's "their “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
Ownership of Company Common Stock. None of Parent Parent, Sub or any of Parent's "Affiliates" their Subsidiaries, “affiliates” or "Associates" directly “associates” (as such terms are used in Section 203 of the DGCL) is or indirectly "owns," and has been at all times during any time since the three-year period date three (3) years prior to the date of this Agreement, none of Parent or any of Parent's "Affiliates" or "Associates" directly or indirectly has "owned," beneficially or otherwise, any Agreement an “interested stockholder” of the outstanding Company Common Stock, (as those terms are defined in Section 203 of the DGCL).
Appears in 1 contract
Ownership of Company Common Stock. None of Parent or Merger Sub or any of Parent's "Affiliates" their respective “affiliates” or "Associates" directly “associates” is, or indirectly "owns," and at all times has been an “interested stockholder” of the Company (in each case, as such quoted terms are defined under Section 203 of the DGCL), in each case during the three-year period three (3) years prior to the date of this Agreement, none of Parent or any of 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 (Del Frisco's Restaurant Group, Inc.)
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "’s “Affiliates" ” or "“Associates" ” directly or indirectly "“owns," ” and at all times during the three-year period prior to the date of this Agreementsince July 1, none of 2002, neither Parent or nor any of Parent's "Affiliates" or "Associates" ’s Affiliates directly or indirectly has "“owned," ” beneficially or otherwise, any 15% or more of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL203.
Appears in 1 contract
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "’s “Affiliates" ” or "“Associates" ” directly or indirectly "“owns," ” and at all times during the three-year period prior to the date of this Agreementsince September 1, none of 2003, neither Parent or nor any of Parent's "Affiliates" or "Associates" ’s Affiliates directly or indirectly has "“owned," ” beneficially or otherwise, any 15% or more of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL203.
Appears in 1 contract
Ownership of Company Common Stock. None of Neither Parent or nor any of Parent's "Affiliates" or "Associates" directly or indirectly "owns," and at all times during the threetwo-year period prior to the date of this Agreement, none of neither Parent or nor any of Parent's "Affiliates" or "Associates" Affiliates directly or indirectly has "owned," beneficially or otherwise, any 10% or more of the outstanding Company Common Stock, as those terms are defined in Section 203 of the DGCL.. ARTICLE V.
Appears in 1 contract