Common use of Absence of Certain Agreements Clause in Contracts

Absence of Certain Agreements. Except for the letters, dated as of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Parent nor any of its controlled affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or agrees to vote against any Superior Company Proposal; (ii) as of the date hereof, any third party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger; or (iii) as of the date hereof, any current employee of the Company has agreed to (x) remain as an employee of the Company or any Company Subsidiary following the Effective Time (other than pursuant to any employment Contracts in effect as of the date hereof), (y) contribute or roll over any portion of such employee’s shares of Company Common Stock, or any Company Stock-Based Awards to the Company or any Company Subsidiary or Parent or any of its affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary or Parent or any of its affiliates.

Absence of Certain Agreements. Except for the letters, dated as of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Neither Parent nor any of its controlled affiliates Affiliates has entered into any agreement, agreement or arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any such agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Offer Price or the Per Share Merger Consideration or pursuant to which any stockholder of the Company agrees to sell its Shares in connection with the Offer, vote to adopt this Agreement or the Merger or agrees to vote against any Superior Company Proposal; and (ii) other than investment funds or other entities under common management with Parent, any third party has agreed, as of the date hereof, any third party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger; Offer or the Merger or (iii) as of the date hereof, any current employee officer of the Company has agreed in connection with the transactions contemplated by this Agreement to (x) remain as an employee of the Company or any Company Subsidiary of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the date hereof), (y) contribute or roll over any portion of such employee’s shares of Shares, Company Common StockStock Options, or any Company Stock-Based Awards Restricted and/or Phantom Stock Units to the Company or any Company Subsidiary its Subsidiaries or Parent or any of its affiliates Affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary of its Subsidiaries or Parent or any of its affiliatesAffiliates.

Absence of Certain Agreements. Except for the letters, dated as of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Neither Parent nor any of its controlled affiliates Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) (A) any stockholder of the Company (other than Parent and its Affiliates) would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or pursuant to which Consideration, (B) except as set forth in Section 6.13, any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or any stockholder of the Company agrees to vote against any Superior Company Proposal; or (ii) as of the date hereof, any third party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger; or (iii) as of the date hereof, any current employee of the Company has agreed to (x) remain as an employee of the Company or any Company Subsidiary of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the date hereofof this Agreement), (y) contribute or roll over rollover any portion of such employee’s shares of Shares, Company Common StockStock Options, or any Company Stock-Based Awards Restricted Stock and/or Phantom Stock Units to the Company or any Company Subsidiary its Subsidiaries or Parent or any of its affiliates Affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary of its Subsidiaries or Parent or any of its affiliatesAffiliates.

Absence of Certain Agreements. Except for the letters, dated as As of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Parent nor any of its controlled affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration Offer Price or pursuant to which any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or agrees to vote against any Superior Company ProposalProposal (other than the Tender Agreement); or (ii) as of the date hereof, any third party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger; or (iii) as of the date hereof, any current employee of the Company has agreed to (x) remain as an employee of the Company or any Company Subsidiary following the Effective Time (other than pursuant to any employment Contracts in effect as of the date hereof), (y) contribute or roll over any portion of such employee’s shares of the Company Common Stock, Company Employee Stock Options of the Company or any Company Stock-Based Awards Restricted Stock to the Company or any Company Subsidiary or Parent or any of its affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary or Parent or any of its affiliates.

Absence of Certain Agreements. Except for the letters, dated as of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Neither Parent nor any of its controlled affiliates Affiliates has entered into any agreement, agreement or arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any such agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or pursuant to which any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or agrees to vote against any Superior Company Proposal; and (ii) other than investment funds or other entities under common management with the Guarantor, any third party has agreed, as of the date hereof, any third party has agreed to provide, directly or indirectly, equity capital (other than pursuant to, and as set forth in, the Equity Financing Commitment) to Parent or the Company to finance in whole or in part the Merger; Merger or (iii) as of the date hereof, any current employee officer of the Company has agreed in connection with the transactions contemplated by this Agreement to (x) remain as an employee of the Company or any Company Subsidiary of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the date hereof), (y) contribute or roll over any portion of such employee’s shares of Shares, Company Common StockStock Options, or any Company Stock-Based Awards Restricted and/or Phantom Stock Units to the Company or any Company Subsidiary its Subsidiaries or Parent or any of its affiliates Affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary of its Subsidiaries or Parent or any of its affiliatesAffiliates.

Absence of Certain Agreements. Except for the letters, dated as As of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Parent nor any of its controlled affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or agrees to vote against any Superior Company Proposal; (ii) as of the date hereofany Person (other than TPG Partners VI, L.P, any third party of their affiliated funds or any of their respective limited partners) has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger; or (iii) as of the date hereof, any current employee of the Company has agreed to (x) remain as an employee of the Company or any Company Subsidiary of its subsidiaries following the Effective Time at compensation levels in excess of levels currently in effect (other than pursuant to any employment Contracts with the Company and its subsidiaries in effect as of the date hereof), (y) contribute or roll roll-over any portion of such employee’s shares of Shares, Company Common StockStock Options, or any Company Stock-Based Awards other equity awards to the Company or any Company Subsidiary its subsidiaries or Parent or any of its affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary of its subsidiaries or Parent or any of its affiliates.

Absence of Certain Agreements. Except for the lettersRollover Agreements (whether entered into prior to, dated as of on or after the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement), neither Parent nor any of its controlled affiliates Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), (i) pursuant to which: which (iA) any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Per Share Merger Consideration or pursuant to which Consideration, (B) except as set forth in Section 5.13, any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or any stockholder of the Company agrees to vote against any Superior Company Acquisition Proposal; or (ii) as of other than has been specifically approved by the date hereof, any third party has agreed to provide, directly or indirectly, equity capital to Parent Special Committee or the Company to finance in whole or in part the Merger; or (iii) as Board of the date hereof, any current employee Directors of the Company has agreed (acting upon the affirmative recommendation of the Special Committee), with any employee or director of the Company that relates in any way to the Company or any of its Subsidiaries or the Transactions, including any agreement, arrangement or understanding to (x) remain as an employee or director of the Company or any Company Subsidiary of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts with the Company in effect as of the date hereofof this Agreement), (y) contribute or roll over rollover any portion of such employee’s shares of Company Common Stockor director’s Shares, Stock Options, Stock Appreciation Rights or any Company Stock-Based Awards RSUs to the Company or any Company Subsidiary its Subsidiaries or Parent or any of its affiliates their respective Affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary of its Subsidiaries or Parent or any of its affiliatestheir respective Affiliates.

Absence of Certain Agreements. Except for the letters, dated as As of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Parent nor any of its controlled affiliates Affiliates has entered into any agreementContract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreementContract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (ia) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than than, on a per Share basis, the Per Share Merger Consideration or amounts owed to such stockholder pursuant to Section 2.2(a) and Section 2.2(b), or pursuant to which any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or agrees to vote against any Superior Company Proposal; , (iib) as any Person (other than Sponsor, the other Equity Financing Sources or any of the date hereof, any third party their respective Affiliates or limited partners) has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger; Merger or (iiic) as of the date hereof, any current employee of the Company has agreed to (x) remain as an employee of the Company or any Company Subsidiary of its Subsidiaries following the Effective Time at compensation levels in excess of levels currently in effect (other than pursuant to any employment Contracts with the Company and its Subsidiaries in effect as of the date hereof), (y) contribute or roll roll-over any portion of such employee’s shares of Shares, Company Common StockStock Options, Company RSUs, or any Company Stock-Based Awards other equity awards to the Company or any Company Subsidiary its Subsidiaries or Parent or of any of its affiliates Affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary of its Subsidiaries or Parent or any of its affiliatesAffiliates.

Absence of Certain Agreements. Except for the letters, dated as As of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Parent nor any of its controlled affiliates Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or pursuant to which any stockholder of the Company agrees agreed to vote to adopt this Agreement or the Merger or agrees agreed to vote against any Superior Company Proposal, other than pursuant to the Voting Agreement; (ii) as of the date hereof, any third party Person has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger, other than pursuant to the Equity Financing Commitment; or (iii) as of the date hereof, any current employee of the Company or any of its Subsidiaries has agreed to (x) remain as an employee of the Company or any Company Subsidiary of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts arrangement or understanding with the Company or any of its Subsidiaries in effect as of the date hereof), (y) contribute or roll roll-over any portion of such employee’s shares of Common Shares, Company Common Stock, or any Options and/or Company Stock-Based Awards Restricted Stock to the Company or any Company Subsidiary its Subsidiaries or Parent or any of its affiliates Affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary of its Subsidiaries or Parent or any of its affiliatesAffiliates.

Absence of Certain Agreements. Except for the letters, dated as As of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Parent nor any of its controlled affiliates Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) any stockholder shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or pursuant to which any stockholder shareholder of the Company agrees to vote to adopt this Agreement or the Merger or agrees to vote against any Superior Company Proposal; (ii) as of the date hereof, any third party (other than limited partners and other investors and co-investors of Guarantors and their affiliates) has agreed to provide, directly or indirectly, equity capital (other than pursuant to the Equity Financing Commitment) to Parent or the Company to finance in whole or in part the Merger; or (iii) except as of the date hereofexpressly contemplated by this Agreement, any current employee of the Company has agreed to (x) remain as an employee of the Company or any Company Subsidiary of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the date hereof), (y) contribute or roll roll-over any portion of such employee’s shares of Shares, Company Common StockOptions, or any Company Stock-Based Awards Restricted Shares and/or RSUs to the Company or any Company Subsidiary its Subsidiaries or Parent or any of its affiliates Affiliates or (z) receive any capital stock or equity securities of the Company or any Company Subsidiary of its Subsidiaries or Parent or any of its affiliatesAffiliates.

Absence of Certain Agreements. Except for the letters, dated as As of the date hereof, with the individuals identified on Section 6.05(c) of the Company Disclosure Letter and except as expressly provided or expressly contemplated in this Agreement, neither Parent nor any none of its controlled affiliates Parent, Acquisition Sub and their Affiliates has entered into any agreementcontract, arrangement or understanding (in each caseunderstanding, whether oral or written), or has authorized, committed or agreed to enter into any agreementcontract, arrangement or understanding (in each caseunderstanding, whether oral or written), pursuant to which: (ia) any stockholder holder of the Company Shares would be entitled to receive consideration of a different amount or nature than the Merger Consideration consideration set forth in Section 1.5(c) or pursuant to which any stockholder holder of the Company agrees Shares has agreed or would agree to vote to adopt this Agreement or the Merger has agreed or agrees would agree 21 to vote against any Superior Company Alternative Acquisition Proposal; (ii) as of the date hereof, any third party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger; or (iiib) as of the date hereof, any current employee of the Company has agreed or would agree to (xi) remain as an employee of the Company Surviving Corporation or any Company Subsidiary of the Surviving Corporation following the Effective Time at a compensation level in excess of such employee’s current compensation level (other than pursuant to any employment Contracts contract with the Company or any Subsidiary of the Company in effect as of the date hereof), (yii) contribute or roll over any portion of such employee’s shares of Company Common StockShares, Company Options or any Company Stock-Based Awards other equity awards to the Company or Company, the Surviving Corporation, any Company Subsidiary or of the Company, Parent or any Affiliate of its affiliates Parent, or otherwise “roll-over” any portion of such Company Shares, Company Options or other equity awards, or (ziii) receive any capital stock or equity securities of the Company or Company, the Surviving Corporation, any Company Subsidiary or of the Company, Parent or any Affiliate of its affiliatesParent.