Common use of Absence of Certain Agreements Clause in Contracts

Absence of Certain Agreements. As of the date hereof, none of the Parent Parties nor any of their respective 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), (a) pursuant to which any stockholder of the Company would be entitled to receive, in respect of Company Common Stock, consideration of a different amount or nature than the Common Stock Consideration or pursuant to which any stockholder of the Company has agreed to vote to adopt this Agreement or has agreed to vote against any Superior Proposal, or (b) pursuant to which any stockholder of any Acquired Company has agreed to make an investment in, or contribution to, any of the Parent Parties in connection with the transactions contemplated by this Agreement, in each case that would not terminate and be void concurrently with any termination of this Agreement. As of the date hereof, there are no agreements, arrangements or understandings (in each case, whether oral or written) between the Parent Parties, the Sponsor or any of their respective controlled Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, that relate in any way to, or are in connection with, the transactions contemplated by this Agreement. None of the Parent Parties or the Sponsor (or any of their respective controlled Affiliates) has entered into any Contract with any Person prohibiting or seeking to prohibit such Person from providing or seeking to provide debt financing to any Person in connection with a transaction involving any Acquired Company in connection with the Mergers (provided that the foregoing shall not be deemed to prohibit the establishment of customary “tree” arrangements).

Absence of Certain Agreements. As of the date hereof, none of other than the Parent Parties CEO Support and Rollover Agreement, neither Parent, Merger Sub nor any of their respective 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), (ai) pursuant to which any stockholder of the Company would be entitled to receive, in respect of any share of Company Common Stock, consideration of a different amount or nature than the Common Stock Merger Consideration or pursuant to which any stockholder of the Company has agreed to vote to adopt this Agreement or has agreed to vote against any Superior Proposal, Proposal or (bii) pursuant to which any stockholder of the Company or any Acquired Company of its Subsidiaries has agreed to make an investment in, or contribution to, any of the Parent Parties or Merger Sub in connection with the transactions contemplated by this Agreement, in each case that would not terminate and be void concurrently with any termination of this Agreement. As of the date hereof, other than the CEO Support and Rollover Agreement, there are no agreements, arrangements or understandings (in each case, whether oral or written) between the Parent PartiesParent, the Sponsor Merger Sub, or any of their respective controlled Affiliates, on the one hand, and any member of the Company’s management or the Company Boarddirectors, on the other hand, that relate in any way to, or are in connection with, the transactions contemplated by this AgreementAgreement or the operations of the Company or any of its Subsidiaries or, following the Effective Time, the Surviving Corporation or any of its Subsidiaries. None of Parent, Merger Sub, the Parent Parties Guarantors or the Sponsor Equity Investors (or any of their respective controlled AffiliatesAffiliates (which for this purpose will be deemed to include each direct investor in Parent or Merger Sub)) has entered into any Contract with any Person prohibiting or seeking to prohibit such Person from providing or seeking to provide debt financing to any Person in connection with a transaction involving the Company or any Acquired Company of its Subsidiaries in connection with the Mergers (provided that the foregoing shall not be deemed to prohibit the establishment of customary “tree” arrangements)Merger.

Absence of Certain Agreements. As of the date hereof, none of the Parent Parties neither Parent, Merger Sub nor any of their respective 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), (ai) pursuant to which any stockholder of the Company would be entitled to receive, in respect of any share of Company Common Stock, consideration of a different amount or nature than the Common Stock Merger Consideration or pursuant to which any stockholder of the Company has agreed to vote to adopt this Agreement or has agreed to vote against any Superior Proposal, Proposal or (bii) pursuant to which any stockholder of the Company or any Acquired Company of its Subsidiaries has agreed to make an investment in, or contribution to, any of the Parent Parties or Merger Sub in connection with the transactions contemplated by this Agreement, in each case that would not terminate and be void concurrently with any termination of this Agreement. As of the date hereof, there are no agreements, arrangements or understandings (in each case, whether oral or written) between the Parent PartiesParent, Merger Sub, the Sponsor Guarantor or any of their respective controlled Affiliates, on the one hand, and any member of the Company’s management or the Company Boarddirectors, on the other hand, that relate in any way to, or are in connection with, the transactions contemplated by this Agreement. None As of the Parent Parties or date hereof, none of Parent, Merger Sub, the Sponsor (or any of their respective controlled Affiliates) Guarantor has entered into any Contract with any Person prohibiting or seeking to prohibit such Person from providing or seeking to provide debt financing to any Person in connection with a transaction involving the Company or any Acquired Company of its Subsidiaries in connection with the Mergers (Merger, other than Contracts with any Debt Financing Sources in effect on the date hereof, true, correct and complete copies of which have been provided that to Parent on the foregoing shall not be deemed to prohibit the establishment of customary “tree” arrangements)date hereof.

Absence of Certain Agreements. As of the date hereof, none of and other than the Parent Parties Transaction Agreements, neither Parent, Sub nor any of their respective 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), (ai) pursuant to which any stockholder of the Company would be entitled to receive, in respect of any share of Company Common Stock, consideration of a different amount or nature than the Common Stock Merger Consideration or pursuant to which any stockholder of the Company has agreed to vote to adopt this Agreement or has agreed to vote against any Superior Proposal, Proposal or (bii) pursuant to which any stockholder of the Company or any Acquired Company of its Subsidiaries has agreed to make an investment in, or contribution to, any of the Parent Parties or Sub in connection with the transactions contemplated by this Agreement, in each case that would not terminate and be void concurrently with any termination of this AgreementTransactions. As of the date hereof, and other than the Transaction Agreements, there are no agreements, arrangements or understandings (in each case, whether oral or written) between the Parent PartiesParent, the Sponsor Sub, any Investor or any of their respective controlled Affiliates, on the one hand, and any member of the Company’s management or the Company Boarddirectors, on the other hand, that relate in any way to, or are in connection with, the transactions contemplated by this AgreementTransactions. None of the Parent Parties or the Sponsor Parent, Sub, any Investor (or any of their respective controlled Affiliates) has entered into any Contract with any Person commercial bank prohibiting or seeking to prohibit such Person commercial bank from providing or seeking to provide debt financing to any Person in connection with a transaction involving the Company or any Acquired Company of its Subsidiaries in connection with the Mergers Merger (provided provided, that the foregoing implementation of a customary “tree” structure at a commercial bank shall not be deemed to prohibit the establishment of customary “tree” arrangementsthat commercial bank from providing such debt financing).

Absence of Certain Agreements. As of the date hereof, none of the Parent Parties nor any of their respective 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), (a) pursuant to which any stockholder of the Company would be entitled to receive, in respect of Company Common Stock, consideration of a different amount or nature than the Common Stock Merger Consideration or pursuant to which any stockholder of the Company has agreed to vote to adopt this Agreement or has agreed to vote against any Superior ProposalProposal except pursuant to the consents relating to the Convertible Stock Approval, or (b) pursuant to which any stockholder of any Acquired Company has agreed to make an investment in, or contribution to, any of the Parent Parties in connection with the transactions contemplated by this Agreement, in each case that would not terminate and be void concurrently with any termination of this Agreement. As of the date hereof, there are no agreements, arrangements or understandings (in each case, whether oral or written) between the Parent Parties, the Sponsor or any of their respective controlled Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, that relate in any way to, or are in connection with, the transactions contemplated by this Agreement. None of the Parent Parties or the Sponsor (or any of their respective controlled Affiliates) has entered into any Contract with any Person prohibiting or seeking to prohibit such Person from providing or seeking to provide debt financing to any Person in connection with a transaction involving any Acquired Company in connection with the Mergers Merger (provided that the foregoing shall not be deemed to prohibit the establishment of customary “tree” arrangements).

Absence of Certain Agreements. As of the date hereof, none of the Parent Parties nor any of their respective 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), (a) pursuant to which any stockholder of the Company (other than the Sponsors and their respective Affiliates) would be entitled to receive, in respect of Company Common Stock, consideration of a different amount or nature than the Common Stock Merger Consideration or pursuant to which any stockholder of the Company has agreed to vote to adopt this Agreement or has agreed to vote against any Superior Proposal, or (b) pursuant to which any stockholder of any Acquired Company (other than the Sponsors and their respective Affiliates) has agreed to make an investment in, or contribution to, any of the Parent Parties in connection with the transactions contemplated by this Agreement, in each case that would not terminate and be void concurrently with any termination of this Agreement. As of the date hereof, there are no agreements, arrangements or understandings (in each case, whether oral or written) between the Parent Parties, the Sponsor Sponsors or any of their respective controlled Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, that relate in any way to, or are in connection with, the transactions contemplated by this Agreement. None of the Parent Parties or the Sponsor Sponsors (or any of their respective controlled Affiliates) has entered into any Contract with any Person prohibiting or seeking to prohibit such Person from providing or seeking to provide debt financing to any Person in connection with a transaction involving any Acquired Company in connection with the Mergers Merger (provided that the foregoing shall not be deemed to prohibit the establishment of customary “tree” arrangements).