Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, Merger Sub or their respective Affiliates owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none of Parent, Merger Sub or their respective Affiliates holds any rights to acquire any shares of capital stock of the Company except pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Cephalon Inc)
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three (3) years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, Merger Sub or their respective Affiliates Subsidiaries owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none of Parent, Merger Sub or their respective Affiliates Subsidiaries holds any rights to acquire directly or indirectly any shares of capital stock of the Company except pursuant to this Agreement and the Voting Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Asset Acceptance Capital Corp), Merger Agreement (Encore Capital Group Inc)
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As Each of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, Parent and Merger Sub or their respective Affiliates owns does not own (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 the Company and none of Parent, Merger Sub or their respective Affiliates holds any rights to acquire any shares of capital stock of the Company except pursuant to (other than as contemplated by this Agreement, the Share Exchange Agreement or the Voting Agreement).
Appears in 2 contracts
Sources: Merger Agreement (Sage Summit LP), Merger Agreement (GLG Partners, Inc.)
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three years preceding prior to the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, Merger Sub or their respective Affiliates owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none of Parent, Merger Sub or their respective Affiliates holds any rights to acquire any shares of capital stock of the Company except pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, Merger Sub or their respective Affiliates owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none of Parent, Merger Sub or their respective Affiliates holds any rights to acquire any shares of capital stock of the Company except pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Eastman Chemical Co), Merger Agreement (Solutia Inc)
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three (3) years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares neither Parent nor any of Company Common Stock held by Parentthe Parent Subsidiaries, none of Parent, Merger Sub or their respective Affiliates owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none neither Parent nor any of Parent, Merger Sub or their respective Affiliates the Parent Subsidiaries holds any rights to acquire any shares of capital stock of the Company except pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (CEB Inc.), Merger Agreement (Gartner Inc)
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three (3) years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, Merger Sub or and their respective Affiliates owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none of Parent, Merger Sub or and their respective Affiliates holds any rights to acquire any shares of capital stock of the Company except pursuant to this Agreement and the Support Agreement.
Appears in 1 contract
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three (3) years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, Merger Sub or their respective Affiliates Subsidiaries owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none of Parent, Merger Sub or their respective Affiliates Subsidiaries holds any rights to acquire directly or indirectly any shares of capital stock of the Company except pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Zygo Corp)
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three (3) years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, neither Parent nor Merger Sub or their respective Affiliates owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none of Parent, neither Parent nor Merger Sub or their respective Affiliates holds hold any rights to acquire directly or indirectly any shares of capital stock of the Company Company, in each case, except pursuant to this Agreement.
Appears in 1 contract
Share Ownership. Neither Parent nor Merger Sub has been, at any time during the 3 three (3) years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, other than 100 shares of Company Common Stock held by Parent, none of Parent, Merger Sub or and their respective Affiliates owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company and none of Parent, Merger Sub or and their respective Affiliates holds any rights to acquire any shares of capital stock of the Company except pursuant to this Agreement.
Appears in 1 contract