Ownership of Company Common Stock. None of Parent, Merger Sub or any of their respective directors, officers, general partners or Affiliates or, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (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 2 contracts
Samples: Merger Agreement (Datto Holding Corp.), Merger Agreement (Datto Holding Corp.)
Ownership of Company Common Stock. None of Parent, Merger Sub or any of their respective directorsAffiliates owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder) any Company Common Stock or holds any rights to acquire any Company Common Stock except pursuant to this Agreement and except as may be held by a 401(k), officers, general partners pension or Affiliates or, to the knowledge of other employee benefit plan or related trust maintained by Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (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 2 contracts
Samples: Merger Agreement (Journal Media Group, Inc.), Merger Agreement (Gannett Co., Inc.)
Ownership of Company Common Stock. None of Parent, Merger Sub or or, to the Knowledge of Parent, any of their respective directors, officers, general partners or controlled Affiliates or, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (a) has owned any shares of Company Common Stock; 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 (3) years prior to the date of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.)
Ownership of Company Common Stock. None Other than as a result of this Agreement, none of Parent, Merger Sub Subsidiary or any of their respective general or limited partners, stockholders, directors, officers, general partners employees, managers or Affiliates or, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (a) has owned members own 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 2 contracts
Samples: Merger Agreement (SolarWinds, Inc.), Merger Agreement (SolarWinds, Inc.)
Ownership of Company Common Stock. None As of the date of this Agreement, Parent, Merger Sub or any of and their respective directors, officers, general partners or and Affiliates orand, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (a) has owned any own (directly or indirectly, beneficially or of record) no shares of Company Common Stock and (ii) have the right to acquire no 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 2 contracts
Samples: Merger Agreement (Liberty Tax, Inc.), Merger Agreement (Vitamin Shoppe, Inc.)
Ownership of Company Common Stock. None of Parent, Parent or Merger Sub or any of their respective directorscontrolled affiliates, officers, general partners or Affiliates or, to the knowledge of Parent or any Equity Provider, owns (directly or indirectly, beneficially or of its Affiliates, record) any employees Company Common Stock or holds any rights to acquire or to direct the voting of Parent, Merger Sub or any of their Affiliates (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 except pursuant to the date of Merger as provided in this Agreement or the Voting Agreement.
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Ownership of Company Common Stock. None of Parent, Merger Sub or any of their respective directors, officers, general partners or Affiliates or, to the knowledge of Parent or Parent, any of its Affiliates, Affiliates or any employees of Parent, Parent or Merger Sub or any of their Affiliates (a) has owned any shares of Company Common Stock; or (b) is or 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
Ownership of Company Common Stock. None As of the date of this Agreement, Parent, Merger Sub or any of and their respective directors, officers, general partners or and Affiliates orand, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (a) has owned do not own (directly or indirectly, beneficially or of record) any shares of Company Common Stock and (ii) do not have any right to acquire 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: Merger Agreement (PRGX Global, Inc.)
Ownership of Company Common Stock. None As of the date hereof, neither Parent, Merger Sub or nor any of their respective directors, officers, general partners or Affiliates or, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (a) has owned beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock; or (b) has been an “interested stockholder” (as defined in Section 203 have any rights to acquire, directly or indirectly, any shares of the DGCL) of the Company, in each case during the three years prior Company Common Stock except pursuant to the date of this Agreement.
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Ownership of Company Common Stock. None of Parent, Merger Sub or any of their respective directors, officers, general partners or Affiliates or, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (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 two years prior to the date of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Cambrex Corp)
Ownership of Company Common Stock. None of Parent, Merger Sub or any of their respective directors, officers, general partners or Affiliates or, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (a) has owned any shares of Company Common Stock; or (b) is or 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.
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Ownership of Company Common Stock. None As of the date hereof, none of Parent, Merger Sub or any of their respective directorsAffiliates owns (directly or indirectly, officersbeneficially or of record) any Company Common Stock or Company Preferred Stock, general partners or Affiliates or, to the knowledge of Parent or any of its Affiliates, any employees and none of Parent, Merger Sub or any of their respective Affiliates (a) has owned hold any shares of rights to acquire or vote any 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 except pursuant to the date of this Agreement.
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Ownership of Company Common Stock. None As of the date of this Agreement, none of Parent, Merger Sub Acquisition or any of their respective directorscontrolled affiliates owns, officersdirectly or indirectly, general partners beneficially or Affiliates orof record, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (a) has owned any shares of Company Common Stock; Stock and none of Parent, Acquisition or (b) has been an “interested stockholder” (as defined in Section 203 their respective controlled affiliates holds any rights to acquire any shares of the DGCL) of the Company, in each case during the three years prior Company Common Stock except pursuant to the date of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (United Surgical Partners International Inc)