Common use of Absence of Certain Agreements Clause in Contracts

Absence of Certain Agreements. None of Parent, Merger Sub or any of their respective Affiliates has entered into any contract, arrangement or understanding (in each case, whether written or oral) or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written or oral), pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Wmih Corp.), Merger Agreement (Nationstar Mortgage Holdings Inc.)

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Absence of Certain Agreements. None of ParentOther than the Voting and Support Agreements, Merger Sub or neither Parent nor any of their respective its Affiliates has entered into any contractContract, arrangement or understanding (in each case, whether written or oral) or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration related to the Transactions of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (i) agrees to vote to adopt this AgreementAgreement or the Merger or (ii) agrees to vote against any Superior Proposal.

Appears in 2 contracts

Samples: Merger Agreement (Intl Fcstone Inc.), Merger Agreement (GAIN Capital Holdings, Inc.)

Absence of Certain Agreements. None of Parent, Merger Sub or Neither Parent nor any of their respective its Affiliates has entered into any contract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (i) agrees to vote to adopt this AgreementAgreement or approve the Merger or (ii) agrees to vote against any Superior Proposal.

Appears in 2 contracts

Samples: Merger Agreement (Gen Probe Inc), Merger Agreement (Hologic Inc)

Absence of Certain Agreements. None of Parent, Merger Sub or Neither Parent nor any of their respective Affiliates its affiliates has entered into any contract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which which: any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (i) agrees to vote to adopt this AgreementAgreement or the Merger or (ii) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Mips Technologies Inc)

Absence of Certain Agreements. None of ParentExcept for the Voting Agreements, Merger Sub or neither Parent nor any of their respective its Affiliates has entered into any contract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder shareholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any shareholder of the transactions contemplated by Company (i) agrees to vote to adopt this AgreementAgreement or the Merger or (ii) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Compuware Corp)

Absence of Certain Agreements. None As of Parentthe date hereof, Merger Sub or neither Parent nor any of their respective its Affiliates has entered into any contract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with the transactions contemplated by this AgreementConsideration.

Appears in 1 contract

Samples: Merger Agreement (PharMerica CORP)

Absence of Certain Agreements. None of Parent, Merger Sub or Neither Parent nor any of their respective its Affiliates has entered into any contractContract, arrangement or understanding (in each case, whether written or oral) or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written or oral)Contract, pursuant to which which: any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (i) agrees to vote to adopt this AgreementAgreement or the Merger or (ii) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Zep Inc.)

Absence of Certain Agreements. None of Parent, Merger Sub or Neither Parent nor any of their respective its Affiliates has entered into any contract, arrangement or understanding (in each case, whether written or oral) or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written or oral), Contract pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (a) agrees to vote to adopt this AgreementAgreement or the Merger or (b) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Alco Stores Inc)

Absence of Certain Agreements. None of Parent, Merger Sub or Neither Parent nor any of their respective its Affiliates has entered into any contract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (i) agrees to vote to adopt this AgreementAgreement or the Merger or (ii) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Digital River Inc /De)

Absence of Certain Agreements. None As of Parentthe date hereof, Merger Sub or neither Parent nor any of their respective Affiliates its Subsidiaries (including Acquisition Sub) has entered into any contract, arrangement or understanding (in each case, whether written or oral) Contract or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written or oral)Contract, pursuant to which which: any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (i) agrees to vote to adopt this AgreementAgreement or the Merger or (ii) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Costar Group, Inc.)

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Absence of Certain Agreements. None of ParentExcept for the Voting Agreement, Merger Sub or neither Parent nor any of their respective its Affiliates has entered into any contractContract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contractContract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder shareholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any shareholder of the transactions contemplated by Company (a) agrees to vote to adopt this AgreementAgreement or the Merger or (b) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement

Absence of Certain Agreements. None of Parent, Merger Sub or Neither Parent nor any of their respective its Affiliates has entered into any contractContract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contractContract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (a) agrees to vote to adopt this AgreementAgreement or approve the Merger or (b) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (AssetMark Financial Holdings, Inc.)

Absence of Certain Agreements. None of Parent, Merger Sub or Neither Parent nor any of their respective its Affiliates has entered into any contract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (i) agrees to vote (or not vote) to adopt this AgreementAgreement or approve the Merger or (ii) agrees to vote against any Superior Company Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Saba Software Inc)

Absence of Certain Agreements. None of ParentOther than this Agreement and the Stockholder Support Agreement, Merger Sub or neither Parent nor any of their respective its Affiliates has entered into any contract, agreement, arrangement or understanding (in each caseunderstanding, whether written or oral) or authorized, committed or agreed to enter into any contract, agreement, arrangement or understanding (in each casewith any director, whether written officer, employee or oral), pursuant to which any stockholder of the Company in its capacity as such would be entitled related to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with the or any other transactions contemplated by this Agreementherein and therein.

Appears in 1 contract

Samples: Merger Agreement (SharpSpring, Inc.)

Absence of Certain Agreements. None of Parent, Merger Sub or Neither Parent nor any of their respective its Affiliates (including Acquisition Sub) has entered into any contractContract, arrangement or understanding (in each case, whether written oral or oral) written), or authorized, committed or agreed to enter into any contractContract, arrangement or understanding (in each case, whether written oral or oralwritten), pursuant to which any stockholder of the Company in its capacity as such would be entitled to receive consideration of a different amount or nature than the Merger Consideration on a per share basis in connection with or pursuant to which any stockholder of the transactions contemplated by Company (a) agrees to vote to adopt this AgreementAgreement or the Merger or (b) agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Servicesource International, Inc.)

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