Common use of Ownership of Company Shares Clause in Contracts

Ownership of Company Shares. Neither Parent nor MergerSub is, nor at any time during the last three years has it been, an "interested stockholder" of Company as defined in Section 203 of the DGCL. Neither Parent nor MergerSub owns (directly or indirectly, beneficially or of record) and is not a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of Company (other than as contemplated by this Agreement).

Appears in 3 contracts

Samples: Merger Agreement (Scherer Healthcare Inc), Merger Agreement (Stericycle Inc), Merger Agreement (Stericycle Inc)

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Ownership of Company Shares. Neither Parent nor MergerSub Merger Sub is, nor at any time during the last three (3) years has it been, an "interested stockholder" of the Company as defined in Section 203 of the DGCL. Neither Parent nor MergerSub owns (directly or indirectly, beneficially or of record) and is not a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of Company DGCL (other than as contemplated by this Agreement). None of Parent, Merger Sub or any of their respective subsidiaries beneficially own any Company Shares.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Intel Corp), Merger Agreement (McAfee, Inc.)

Ownership of Company Shares. None of Parent, Merger Sub or any Subsidiary of Parent beneficially owns any Company Shares as of the date hereof. Neither Parent nor MergerSub Merger Sub is, nor at any time during the last three years has it been, an "interested stockholder" of the Company as defined in Section 203 of the DGCL. Neither Parent nor MergerSub owns (directly or indirectly, beneficially or of record) and is not a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of Company DGCL (other than as contemplated by this Agreement). None of the requirements or restrictions of any Takeover Laws enacted in any state in the United States applies to this Agreement or to any of the Acquiror Transactions, including the Merger.

Appears in 3 contracts

Samples: Merger Agreement (Gaming & Leisure Properties, Inc.), Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.)

Ownership of Company Shares. Neither Parent the Company nor MergerSub any of its Subsidiaries or any “affiliate” or “associate” of such entity is, nor at any time during the last three (3) years has it been, an "interested stockholder" of Company as defined in Section 203 of the DGCL. Neither Parent nor MergerSub owns (directly Parent, Merger Sub I or indirectly, beneficially or of record) and is not a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing ofMerger Sub II, in each case, any shares as such terms are defined in Section 203(c) of capital stock of Company (other than as contemplated by this Agreement)the DGCL.

Appears in 2 contracts

Samples: Merger Agreement (ExOne Co), Merger Agreement (Desktop Metal, Inc.)

Ownership of Company Shares. Neither Parent nor MergerSub Merger Sub or Merger LLC nor any of their respective Subsidiaries or the “affiliates” or “associates” of such entity is, nor at any time during the last three (3) years has it been, an "interested stockholder" of Company as defined in Section 203 of the DGCL. Neither Parent nor MergerSub owns (directly or indirectly, beneficially or of record) and is not a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing ofCompany, in each case, as defined in Section 203(c) of the DGCL. No Parent Company owns any shares of capital stock of Company (other than as contemplated by this Agreement)Shares.

Appears in 2 contracts

Samples: Merger Agreement (CBOE Holdings, Inc.), Merger Agreement (Bats Global Markets, Inc.)

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Ownership of Company Shares. Neither Parent nor MergerSub Merger Sub is, nor at any time during the last three years has it been, an "interested stockholder" of the Company as defined in Section 203 of the DGCL. Neither Parent nor MergerSub owns (directly or indirectly, beneficially or of record) and is not a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of Company (other than as contemplated by this Agreement).

Appears in 2 contracts

Samples: Merger Agreement (Lilly Eli & Co), Merger Agreement (Applied Molecular Evolution Inc)

Ownership of Company Shares. Neither Parent nor MergerSub Other than as a result of this Agreement, none of Parent, Merger Sub or any of their Affiliates is, nor or at any time during the last three (3) years has it been, an "interested stockholder" of Company ” (as defined in Section 203 of the DGCL) of the Company. Neither Parent nor MergerSub owns None of Parent, Merger Sub or any of their Affiliates owns, or has at any time during the last three (directly or indirectly3) years owned, beneficially or of record) and is not a party to any agreementCompany Shares, arrangement or understanding for the purpose of acquiring, holding, voting or disposing ofother than Company Shares that represent, in each casethe aggregate, any shares no more than one percent (1%) of capital stock of the outstanding Company (other than as contemplated by this Agreement)Shares.

Appears in 1 contract

Samples: Merger Agreement (Sevcon, Inc.)

Ownership of Company Shares. Neither Parent nor MergerSub Merger Sub nor any of their respective Affiliates or “associates” is, nor at any time during the last three (3) years has it been, an "interested stockholder" of the Company as defined in Section 203 of the DGCL. Neither Parent nor MergerSub owns (directly or indirectly, beneficially or of record) and is not a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of Company (other than as contemplated by this Agreement).

Appears in 1 contract

Samples: Merger Agreement (TBC Corp)

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