Common use of Absence of Arrangements with Management Clause in Contracts

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliates, on the one hand, and any member of the Company’s management or Board of Directors, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective Date.

Appears in 3 contracts

Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)

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Absence of Arrangements with Management. Other than as contemplated by Except for this Agreement, as of the date hereofof this Agreement, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesits Affiliates (other than the Company), on the one hand, and or any member of the Company’s management or Board of Directors, on the other handBoard, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vintage Capital Group, LLC), Agreement and Plan of Merger (Caprius Inc)

Absence of Arrangements with Management. Other than as contemplated by Except for this Agreement, as of the date hereofof this Agreement, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesits Affiliates (other than the Company), on the one hand, and or any member of the Company’s management or Board of Directors, on the or any Stockholder (other handthan Parent), relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (Firecom Inc)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesrespective Affiliates, on the one hand, and any member of the Company’s management or the Company Board or any of Directorstheir respective Affiliates, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as As of the date hereof, there are no contractsContracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub Purchaser or any of their affiliatesits Affiliates, on the one hand, and any member of the management of any Target Company’s management or Board of Directors, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company Target Companies after the Effective DateClosing.

Appears in 2 contracts

Samples: Stock and Interest Purchase Agreement (Wellpoint Inc), Stock and Interest Purchase Agreement (Express Scripts Inc)

Absence of Arrangements with Management. Other than as contemplated by this Agreement and the Stockholder Tender and Voting Agreement, as of the date hereof, hereof there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub Subsidiary or any of their affiliatesrespective Affiliates, on the one hand, and any member of the Company’s management or the Company’s Board of DirectorsDirectors or any of their respective Affiliates, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Supreme Industries Inc), Agreement and Plan of Merger (Wabash National Corp /De)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as As of the date hereof, there are no contractsContracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub the Purchasers or any of their affiliatesAffiliates, on the one hand, and any member of the management of any Acquired Company’s management or Board of Directors, on the other hand, relating to the transactions contemplated by this Agreement Transactions or the operations of the any Acquired Company prior to or after the Effective DateCompletion.

Appears in 2 contracts

Samples: Share Sale and Purchase Agreement (Abb LTD), Share Sale and Purchase Agreement (Chicago Bridge & Iron Co N V)

Absence of Arrangements with Management. Other than as contemplated by Except for this Agreement, as of the date hereofof this Agreement, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub Parent, any of its Affiliates or any of their affiliates, on the one hand, and any member of the Company’s management or Board of Directors, on the other hand, Stockholder relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hirsch International Corp), Agreement and Plan of Merger (Hirsch International Corp)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or agreements, obligations or understandings between Parent or Merger Sub or any of their affiliatesrespective Affiliates, on the one hand, and any member of the Company’s management or the Company Board of Directorsor their respective Affiliates, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime, and, as of the date hereof, no material discussions have taken place between such Persons regarding any such contracts, undertakings, commitments, agreements, obligations or understandings.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Southeastern Grocers, LLC), Agreement and Plan of Merger (Winn Dixie Stores Inc)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of the date hereof, hereof there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesrespective Affiliates, on the one hand, and any member of the Company’s management or the Company Board or any of Directorstheir respective Affiliates, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Wolf Resorts, Inc.)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesAffiliates, on the one hand, and any member of the Company’s management or Board of Directors, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Servicemaster Co)

Absence of Arrangements with Management. Other than as contemplated by this AgreementAgreement and the arrangements described in Section 4.12 of the Parent Disclosure Schedule, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliates, on the one hand, and any member of the Company’s management or Board of Directors, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective Date.Time. ARTICLE V

Appears in 1 contract

Samples: __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/)

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Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of Agreement and the date hereofother ancillary agreements identified herein, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesrespective Affiliates, on the one hand, and any member of the Company’s management or the Company Board or any of Directorstheir respective Affiliates, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Frozen Food Express Industries Inc)

Absence of Arrangements with Management. Other than as contemplated by this Agreement and the Support Agreement, as of the date hereof, there are no contracts, undertakings, commitments, written contracts or agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesAffiliates, on the one hand, and any member of the Company’s management or Board of DirectorsCompany Board, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CDW Corp)

Absence of Arrangements with Management. Other than as contemplated by this AgreementAgreement and the arrangements described in Section 4.12 of the Parent Disclosure Schedule, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliates, on the one hand, and any member of the Company’s management or Board of Directors, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comdata Network, Inc. Of California)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Acquisition Sub or any of their affiliatesrespective Affiliates, on the one hand, and any member of the Company’s management or the Company Board of Directors, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allied Healthcare International Inc)

Absence of Arrangements with Management. Other than as contemplated by Except for this Agreement, as of the date hereofof this Agreement, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesits Affiliates (other than the Company), on the one hand, and or any member of the Company’s management or Board of Directorsor any Stockholder (other than Parent, on the other handParent’s Subsidiaries or Parent’s stockholders), relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cybex International Inc)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Parent, Merger Sub or any of their affiliatesAffiliates, on the one hand, and any member of the Company’s management or Board of DirectorsBoard, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateTime.

Appears in 1 contract

Samples: Agreement and Plan of Merger (1 800 Contacts Inc)

Absence of Arrangements with Management. Other than as contemplated by this Agreement, as of the date hereof, there There are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their affiliatesits Affiliates, on the one hand, and any member of the Company’s management or Board of Directorsthe Company Subsidiaries’ management, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective DateClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carlisle Companies Inc)

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