Common use of Ownership of Company Common Stock Clause in Contracts

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: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Sepracor Inc /De/), Agreement and Plan of Merger (Sciele Pharma, Inc.)

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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: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (PPD, Inc.), Agreement and Plan of Merger (Endocyte 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: Agreement and Plan of Merger (Mapinfo Corp), Agreement and Plan of Merger (Mapinfo Corp)

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 Stock, as those terms are defined in Section 203 of the DGCL.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Talbots Inc), Agreement and Plan of Merger (California Pizza Kitchen, 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 (Demandware Inc), Agreement and Plan of Merger (Salesforce Com 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 controlled Affiliates own any shares of Company Common Stock or Company Preferred Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Alere 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: Lock Up Agreement (Oxigene Inc), Agreement and Plan of Merger (Vaxgen 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: Agreement and Plan of Merger (Celator Pharmaceuticals Inc), Agreement and Plan of Merger (Jazz Pharmaceuticals PLC)

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: Agreement and Plan of Merger (Regal Rexnord Corp), Agreement and Plan of Merger (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 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 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: Agreement and Plan of Merger (Digene Corp), Voting Agreement (Eyetech Pharmaceuticals 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 controlled Affiliates own any shares of Company Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (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 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), Agreement and Plan of Merger (Xenogen Corp)

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: Agreement and Plan of Merger and Reorganization (Placer Sierra Bancshares), Agreement and Plan of Merger and Reorganization (Southwest Community Bancorp)

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

Samples: Agreement and Plan of Merger (Ply Gem Holdings 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. As of the date hereof, an affiliate of Parent holds 425,562 shares of Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vitae Pharmaceuticals, Inc)

Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of their “affiliates” or “associates” (each as defined in Section 203 of the DGCL) (a) to the knowledge of Parent's "Affiliates" , has owned any shares of Company Common Stock; or "Associates" directly or indirectly "owns," and at all times (b) has been an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company, 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: Agreement and Plan of Merger (Civitas Solutions, Inc.)

Ownership of Company Common Stock. None of Parent or any of Parent's , together with its "Affiliates" or and "Associates" directly or indirectly "owns," and is not, nor at all times any time during the three-year period prior to the date of this Agreementlast three years has it 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 such terms are defined in Section 203 of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Partners Trust Financial Group Inc)

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

Samples: Agreement and Plan of Merger (TLB Merger Sub 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 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

Samples: 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 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: Agreement and Plan of Merger (Soliton, Inc.)

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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

Samples: Agreement and Plan of Merger (Asv Holdings, 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

Samples: Agreement and Plan of Merger (Inspire Pharmaceuticals Inc)

Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of Parent's "Affiliates" their respective “associates” 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, “affiliates” (as those such terms are defined in Section 203 of the DGCL) (a) has owned any shares of Company Common Stock; or (b) has been an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company, in each case during the three years prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quotient Technology 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

Samples: Agreement and Plan of Merger (Caliper Life Sciences Inc)

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: Agreement and Plan of Merger (Epizyme, 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

Samples: Agreement and Plan of Merger (Ss&c Technologies 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 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

Samples: Agreement and Plan of Merger (Open Solutions Inc)

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

Samples: Agreement and Plan of Merger (Greenhill & Co Inc)

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: Stockholder Voting Agreement (Navteq Corp)

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: Agreement and Plan of Merger (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: Agreement and Plan of Merger (Dialogic Inc.)

Ownership of Company Common Stock. None of Parent Parent, Merger Sub or any of Parent's "Affiliates" their “affiliates” or "Associates" directly or indirectly "owns," and at all times during “associates” (a) is, or, in the three-year period prior to the date of this Agreementhereof, 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, been an “interested stockholder” (as those such terms are defined in Section 203 of the DGCL) of the Company, or (b) “owns” (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 1 contract

Samples: Agreement and Plan of Merger (Iec Electronics Corp)

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

Samples: Agreement and Plan of Merger (Lawson Software, Inc.)

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