Ownership of Company Securities. Prior to the Acceptance Time, Parent shall not, and shall cause each of its Subsidiaries to not, own (directly or indirectly, beneficially or of record) any Company Securities, and none of Parent, Purchaser or their respective Affiliates shall hold any rights to acquire any Company Securities except pursuant to this Agreement or the Tender and Support Agreements. Notwithstanding anything to the contrary contained herein, the prohibitions set forth in this Section 6.13 shall not apply to any investment in any securities of the Company by or on behalf of any pension or employee benefit plan or trust, including (a) any direct or indirect interests in portfolio securities held by an investment company registered under the Investment Company Act of 1940, as amended, or (b) interests in securities comprising part of a mutual fund or broad based, publicly traded market basket, or index of stocks approved for such a plan or trust in which such plan or trust invests and, in all cases, over which Parent, Purchaser or their respective Subsidiaries exercise no investment discretion and provided such beneficial ownership does not result in an obligation by Parent, Purchaser or their respective Subsidiaries to file a Schedule 13D pursuant to the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (TESARO, Inc.), Agreement and Plan of Merger (TESARO, Inc.)
Ownership of Company Securities. Prior to the Acceptance Effective Time, Parent shall will not, and shall will cause each of its Subsidiaries to not, own (directly or indirectly, beneficially or of record) any Company Securities, and none of Parent, Purchaser Merger Sub, or their respective Affiliates shall will hold any rights to acquire any Company Securities except pursuant to this Agreement or the Tender and Support AgreementsAgreement. Notwithstanding anything to the contrary contained herein, the prohibitions set forth in this Section 6.13 shall 5.13 will not apply to any investment in any securities of the Company by or on behalf of any pension or employee benefit plan or trust, including (a) any direct or indirect interests in portfolio securities held by an investment company registered under the Investment Company Act of 1940, as amended, or (b) interests in securities comprising part of a mutual fund or broad based, publicly traded market basket, or index of stocks approved for such a plan or trust in which such plan or trust invests and, in all cases, over which Parent, Purchaser Merger Sub, or their respective Subsidiaries exercise no investment discretion and provided such beneficial ownership does not result in an obligation by Parent, Purchaser Merger Sub, or their respective Subsidiaries to file or amend a Schedule 13D pursuant to the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Starrett L S Co)
