Common use of Absence of Certain Agreements Clause in Contracts

Absence of Certain Agreements. As of the date of this Agreement, other than the Support Agreement, neither Parent nor any of its Affiliates has entered into any agreement, arrangement or understanding (whether oral or written), nor authorized, committed or agreed to enter into any agreement, arrangement or understanding (whether oral or written), (a) with any shareholder of the Company in connection with the Transactions or the post-Closing operations of the Company and its Subsidiaries, (b) pursuant to which any third party has agreed to provide, directly or indirectly, equity capital to Parent, the Company or any of their respective Affiliates to finance, in whole or in part, directly or indirectly, any of the Transactions or (c) pursuant to which any current officer or employee of the Company or any of its Subsidiaries has agreed or committed to (i) remain as an officer or employee of Parent, the Company or any of their respective Affiliates following the Acceptance Time (other than pursuant to employment contracts with the Company or its Subsidiaries in effect as of the date of this Agreement), (ii) contribute or “roll-over” any portion of such officer or employee’s Common Shares or securities relating to Common Shares to Parent, the Company or any of their respective Affiliates or (iii) receive any securities of Parent, the Company or any of their respective Affiliates.

Absence of Certain Agreements. As of the date of this Agreement, Agreement and other than the Support as expressly contemplated by this Agreement, neither Parent nor any of its controlled Affiliates has entered into any Contract or other agreement, understanding or arrangement or understanding (whether oral or written), nor or authorized, committed or agreed to enter into any agreement, arrangement or understanding (whether oral or written), of the same: (a) with pursuant to which any shareholder of the Company in connection with (i) would be entitled to receive consideration of a different amount or nature than the Merger Consideration, (ii) agrees to vote to adopt this Agreement or approve the Transactions or the post-Closing operations of the Company and its Subsidiaries, (iii) agrees to vote against any Superior Proposal; (b) pursuant to which any third party current employee of the Company has agreed to provide, directly or indirectly, equity capital to Parent, the Company or any of their respective Affiliates to finance, in whole or in part, directly or indirectly, any of the Transactions or (ci) pursuant to which any current officer or remain as an employee of the Company or any of its Subsidiaries has agreed or committed to (i) remain as an officer or employee of Parent, the Company or any of their respective Affiliates following the Acceptance Effective Time (other than pursuant to employment contracts with the Company as expressly permitted or contemplated by Section 7.1) or become an employee of Parent or any of its Subsidiaries in effect as of the date of this Agreement)Subsidiaries, (ii) contribute or “roll-over” roll over any portion of such officer or employee’s Common Shares or securities relating Company Equity Awards to Common Shares to Parentthe Surviving Company, the Company Parent or any of their respective Affiliates Subsidiaries or (iii) receive any capital stock or other securities of Parentthe Surviving Company, the Company Parent or any of their respective AffiliatesSubsidiaries; or (c) with any current director, officer or other employee of the Company that relates in any way to the Company or the Transactions.

Absence of Certain Agreements. As of the date of this Agreement, other than the Support Agreementhereof, neither Parent nor any of its Affiliates affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), nor or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (ai) with any shareholder stockholder of the Company in connection with would be entitled to receive consideration of a different amount or nature than the Transactions Offer Price or the post-Closing operations of the Company and its Subsidiaries, (b) pursuant to which any third party stockholder of the Company agrees to vote to adopt this Agreement or the Merger or agrees to vote against any Superior Company Proposal (other than the Tender Agreement); or (ii) any current employee of the Company has agreed to provide, directly or indirectly, equity capital to Parent, the Company or any of their respective Affiliates to finance, in whole or in part, directly or indirectly, any of the Transactions or (cx) pursuant to which any current officer or remain as an employee of the Company or any of its Subsidiaries has agreed or committed to (i) remain as an officer or employee of Parent, the Company or any of their respective Affiliates Subsidiary following the Acceptance Effective Time (other than pursuant to any employment contracts with the Company or its Subsidiaries Contracts in effect as of the date of this Agreementhereof), (iiy) contribute or “roll-over” roll over any portion of such officer or employee’s shares of the Company Common Shares Stock, Company Employee Stock Options of the Company or securities relating Company Restricted Stock to Common Shares to Parent, the Company or any Company Subsidiary or Parent or any of their respective Affiliates its affiliates or (iiiz) receive any capital stock or equity securities of Parent, the Company or any Company Subsidiary or Parent or any of their respective Affiliatesits affiliates.

Absence of Certain Agreements. As Other than the Contribution Agreement, the Voting Agreement and the Equity Financing Commitments, as of the date hereof, none of this AgreementHoldco, other than the Support Agreement, neither Parent nor any affiliate of its Affiliates Holdco or Parent has entered into any agreement, arrangement or understanding (in each case, whether oral or written), nor or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (ai) with any shareholder stockholder of the Company in connection with would be entitled to receive consideration of a different amount or nature than the Transactions Merger Consideration or the post-Closing operations of the Company and its Subsidiaries, (b) pursuant to which any third party stockholder of the Company agrees to vote to adopt this Agreement or agrees to vote against any Superior Proposal; (ii) any person has agreed to provide, directly or indirectly, equity capital to Holdco, Parent, Merger Sub or the Company or any of their respective Affiliates to finance, finance in whole or in part, directly part the Merger; or indirectly, (iii) any current employee of the Transactions or Company has agreed to (cx) pursuant to which any current officer or remain as an employee of the Company or any of its Subsidiaries has agreed or committed to (i) remain as an officer or employee of Parent, the Company or any of their respective Affiliates Subsidiaries following the Acceptance Effective Time at compensation levels in excess of levels currently in effect (other than pursuant to any employment contracts Contracts with the Company or and its Subsidiaries subsidiaries in effect as of the date of this Agreementhereof), (iiy) contribute or “roll-over” over any portion of such officer or employee’s Common Shares Shares, Company Stock Options, or other equity awards to the Company or its subsidiaries or Parent or any of its affiliates, or (z) receive any capital stock or equity securities relating to Common Shares to Parent, of the Company or any of their respective Affiliates or (iii) receive any securities of Parent, the Company Subsidiaries, Holdco, Parent or any affiliate of their respective AffiliatesHoldco or Parent.

Absence of Certain Agreements. As of the date of this Agreement, other than the Support Agreementhereof, neither Parent nor any of its Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), nor or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (ai) with any shareholder stockholder of the Company in connection with would be entitled to receive consideration of a different amount or nature than the Transactions Per Share Merger Consideration or the post-Closing operations of the Company and its Subsidiaries, (b) pursuant to which any third party stockholder of the Company agrees to vote to adopt this Agreement or agrees to vote against any Superior Proposal; (ii) any Person (other than Carlyle Partners V, L.P., any of its affiliated funds or any of their respective limited partners) has agreed to provide, directly or indirectly, equity capital to Parent, Parent or the Company or any of their respective Affiliates to finance, finance in whole or in part, directly part the Merger; or indirectly, (iii) any current employee of the Transactions or Company has agreed to (cx) pursuant to which any current officer or remain as an employee of the Company or any of its Subsidiaries has agreed or committed to (i) remain as an officer or employee of Parent, the Company or any of their respective Affiliates following the Acceptance Effective Time at compensation levels in excess of levels currently in effect (other than pursuant to any employment contracts Contracts with the Company or and its Subsidiaries in effect as of the date of this Agreementhereof), (iiy) contribute or “roll-over” over any portion of such officer or employee’s Common Shares Shares, Company Options, Company PSUs and/or Company RSUs to the Company or its Subsidiaries or Parent or any of its Affiliates or (z) receive any capital stock or equity securities relating to Common Shares to Parent, of the Company or any of their respective Affiliates its Subsidiaries or (iii) receive any securities of Parent, the Company Parent or any of their respective its Affiliates.

Absence of Certain Agreements. As of the date of this Agreement, Agreement and other than the Support as expressly contemplated by this Agreement, neither Parent nor any of its controlled Affiliates has entered into any Contract or other agreement, understanding or arrangement or understanding (whether oral or written), nor or authorized, committed or agreed to enter into any agreement, arrangement or understanding (whether oral or written), of the same: (a) with pursuant to which any shareholder of the Company in connection with (i) would be entitled to receive consideration of a different amount or nature than the Merger Consideration, (ii) agrees to vote to adopt this Agreement or approve the Transactions or the post-Closing operations of the Company and its Subsidiaries, (iii) agrees to vote against any Superior Proposal; (b) pursuant to which any third party current employee of the Company has agreed to provide, directly or indirectly, equity capital to Parent, the Company or any of their respective Affiliates to finance, in whole or in part, directly or indirectly, any of the Transactions or (ci) pursuant to which any current officer or remain as an employee of the Company or any of its Subsidiaries has agreed or committed to (i) remain as an officer or employee of Parent, the Company or any of their respective Affiliates following the Acceptance Effective Time (other than pursuant to employment contracts with the Company as expressly permitted or contemplated by Section 8.1) or become an employee of Parent or any of its Subsidiaries in effect as of the date of this Agreement)Subsidiaries, (ii) contribute or “roll-over” roll over any portion of such officer or employee’s Common Shares or securities relating Company Equity Awards to Common Shares to Parentthe Surviving Company, the Company Parent or any of their respective Affiliates Subsidiaries or (iii) receive any capital stock or other securities of Parentthe Surviving Company, the Company Parent or any of their respective AffiliatesSubsidiaries; or (c) with any current director, officer or other employee of the Company that relates in any way to the Company or the Transactions.

Absence of Certain Agreements. As of the date of this Agreement, other than the Support Agreement, neither Parent nor any of its Affiliates has entered into any agreement, arrangement or understanding (whether oral or written), nor authorized, committed or agreed to enter into any agreement, arrangement or understanding (whether oral or written), (a) with any shareholder of the Company in connection with the Transactions or the post-Closing operations of the Company and its Subsidiaries, (b) pursuant to which any third party has agreed to provide, directly or indirectly, equity capital to Parent, the Company or any of their respective Affiliates to finance, in whole or in part, directly or indirectly, any of the Transactions or (c) pursuant to which any current officer or employee of the Company or any of its Subsidiaries has agreed or committed to (i) remain as an officer or employee of Parent, the Company or any of their respective Affiliates following the Acceptance Time (other than pursuant to employment contracts with the Company or its Subsidiaries in effect as of the date of this Agreement), (ii) contribute or “roll-over” any portion of such officer or employee’s Common Shares or securities relating to Common Shares to Parent, the Company or any of their respective Affiliates or (iii) receive any securities of Parent, the Company or any of their respective Affiliates.. 37

Absence of Certain Agreements. As of the date of this Agreement, other than the Support Agreementhereof, neither Parent nor any of its Affiliates affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), nor or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (ai) with any shareholder stockholder of the Company in connection with would be entitled to receive consideration of a different amount or nature than the Transactions Merger Consideration or the post-Closing operations of the Company and its Subsidiaries, (b) pursuant to which any third party stockholder of the Company agrees to vote to adopt this Agreement or agrees to vote against any Superior Proposal; (ii) any Person (other than TPG Partners VI, L.P, any of their affiliated funds or any of their respective limited partners) has agreed to provide, directly or indirectly, equity capital to Parent, Parent or the Company or any of their respective Affiliates to finance, finance in whole or in part, directly part the Merger; or indirectly, (iii) any current employee of the Transactions or Company has agreed to (cx) pursuant to which any current officer or remain as an employee of the Company or any of its Subsidiaries has agreed or committed to (i) remain as an officer or employee of Parent, the Company or any of their respective Affiliates subsidiaries following the Acceptance Effective Time at compensation levels in excess of levels currently in effect (other than pursuant to any employment contracts Contracts with the Company or and its Subsidiaries subsidiaries in effect as of the date of this Agreementhereof), (iiy) contribute or “roll-over” over any portion of such officer or employee’s Common Shares Shares, Company Stock Options, or other equity awards to the Company or its subsidiaries or Parent or any of its affiliates or (z) receive any capital stock or equity securities relating to Common Shares to Parent, of the Company or any of their respective Affiliates its subsidiaries or (iii) receive any securities of Parent, the Company Parent or any of their respective Affiliatesits affiliates.