Ownership of Company Common Stock. None of Parent, Sub or any of their Subsidiaries beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date beneficially own, any shares of Company Common Stock, or is a party, or will prior to the Closing Date become a party, to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Appears in 7 contracts
Samples: Merger Agreement (Covance Inc), Merger Agreement (Laboratory Corp of America Holdings), Merger Agreement (Fidelity National Financial, Inc.)
Ownership of Company Common Stock. None of Parent, Neither Parent nor Sub or any of their Subsidiaries beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date beneficially own, any shares of Company Common Stock, or is a partyis, or will prior to the Closing Date become become, a party, party to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Teleflex Medical Inc), Merger Agreement (Arrow International Inc), Merger Agreement (Teleflex Inc)
Ownership of Company Common Stock. None of Parent, Sub Sub, the Sponsor or any of their Subsidiaries Affiliates has at any time during the past three years beneficially owns owned (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Merger Closing Date beneficially own, any shares of Company Common Stock, or is a party, or will prior to the Closing Date become a party, to any Contract, arrangement or understanding (other than this pursuant to the Unitholders Agreement) for , the purpose of acquiringMerger or the other Transactions), holding, voting or disposing of beneficially own any shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (CD&R Associates VIII, Ltd.), Merger Agreement (Emergency Medical Services CORP)
Ownership of Company Common Stock. None of Neither Parent, Sub nor any Affiliate of Parent or any of their Subsidiaries Sub, beneficially owns (within the meaning of either Section 13 of the Exchange Act and the rules and regulations promulgated thereunderthereunder or Section 14A:10A-3 of the NJBCA), or will prior to the Closing Date Effective Time beneficially own, own any shares of Company Common Stock, or is a partyis, or will be prior to the Closing Date become Effective Time, a party, party to any Contractcontract, arrangement or understanding (other than this AgreementAgreement and the other agreements contemplated herein) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Bio Reference Laboratories Inc), Merger Agreement (Opko Health, Inc.)
Ownership of Company Common Stock. None Except as set forth in the Tender and Voting Agreements, as of Parentthe Agreement Date, neither Parent nor Merger Sub or any of their Subsidiaries beneficially owns own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date Share Acceptance Time beneficially own, any shares of Company Common StockShares, or is a party, or will prior to the Closing Date Share Acceptance Time become a party, to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common StockShares.
Appears in 2 contracts
Samples: Merger Agreement (Stryker Corp), Merger Agreement (Orthovita Inc)
Ownership of Company Common Stock. None As of Parentthe date of this Agreement, neither Parent nor Acquisition Sub or any of their Subsidiaries beneficially owns own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date beneficially own, ) any shares of Company Common Stock, or is a party, or will prior to the Closing Date become a party, party to any Contract, arrangement or understanding Contract (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Applied Materials Inc /De), Merger Agreement (Applied Materials Inc /De)
Ownership of Company Common Stock. None of Parent, Parent or Sub or any of their Subsidiaries beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder)) as of the date of this Agreement, or will prior to the Merger Closing Date beneficially own, any shares of Company Common Stock, or is a party, or will prior to the Closing Date become a party, to any Contract, arrangement or understanding (other than this Agreement) for pursuant to the purpose of acquiringtransactions contemplated hereby), holding, voting or disposing of beneficially own any shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Osiris Therapeutics, Inc.)
Ownership of Company Common Stock. None of Parent, Neither Parent nor Sub or any of their Subsidiaries beneficially owns own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date beneficially own, any shares of Company Common Stock, or is a party, or will prior to the Closing Date become a party, to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Ihop Corp)
Ownership of Company Common Stock. None Except as set forth in this Agreement and the Support Agreements, as of Parentthe Agreement Date, neither Parent nor Merger Sub or any of their Subsidiaries beneficially owns own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date Share Acceptance Time beneficially own, any shares of Company Common StockShares, or is a party, or will prior to the Closing Date Share Acceptance Time become a party, to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common StockShares.
Appears in 1 contract
Ownership of Company Common Stock. None Except for the Voting Agreement, none of Parent, Merger Sub or any of their Subsidiaries Affiliates beneficially owns own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date beneficially own, any shares of Company Common Stock, or is a party, or will prior to the Closing Date become a party, to any Contract, other arrangement or understanding (whether written or oral) (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Appears in 1 contract
Ownership of Company Common Stock. None of Parent, Merger Sub or any of their Subsidiaries controlled affiliates beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date beneficially own, any shares of Company Common Stock, or is a party, or will prior to the Closing Date become a party, to any Contract, arrangement or understanding Contract (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Appears in 1 contract
Ownership of Company Common Stock. None of Parent, Parent or Merger Sub or any other wholly owned Subsidiary of their Subsidiaries Parent beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date beneficially own, any shares of Company Common Stock, or is a party, or will prior to the Closing Date become a party, to any Contract, arrangement or understanding Effective Time (other than this Agreement) for pursuant to the purpose of acquiringtransactions contemplated hereby), holding, voting or disposing of beneficially own any shares of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Neulion, Inc.)
Ownership of Company Common Stock. None of Parent, Neither Parent nor Merger Sub or any of their Subsidiaries beneficially owns own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date Share Acceptance Time beneficially own, any shares of Company Common StockShares, or is a party, or will prior to the Closing Date Share Acceptance Time become a party, to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common StockShares.
Appears in 1 contract
Ownership of Company Common Stock. None of ParentExcept as contemplated by this Agreement or the Voting Agreements, Sub or any of their Subsidiaries (i) neither Parent nor Merger Subsidiary beneficially owns (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder), ) or will prior to the Closing Date Effective Time beneficially own, any shares of Company Common Stock, or and (ii) neither Parent nor Merger Subsidiary is a party, or will prior to the Closing Date become a party, to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Bitstream Inc.)
Ownership of Company Common Stock. None As of Parentthe date hereof, Sub none of Parent or any of their Parent's Subsidiaries or other affiliates, either individually or as part of a group for purposes of Rule 13-d under the Exchange Act, beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date beneficially own, any shares of Company Common Stock, except for such shares held in the ordinary course of business by any affiliate of Parent which do not, in the aggregate, equal or is a party, exceed ten percent 10% or will prior to more of the Closing Date become a party, to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any outstanding shares of Company Common Stock.
Appears in 1 contract