Additional Transaction Agreements. Concurrently with the Closing:
(a) the Company and a direct or indirect subsidiary of Parent shall enter into the Agreement and Plan of Merger attached hereto as Annex B (the “New Merger Agreement”), providing for the merger of the Company with and into such wholly-owned Subsidiary of Parent;
(b) the Company and Parent shall enter into a Services Agreement attached hereto as Annex C pursuant to which Parent shall provide the Company with certain services following the Closing upon mutually agreed terms (the “Services Agreement”); and
(c) the Company and Parent shall enter into a Registration Rights Agreement attached hereto as Annex D with respect to the NRZ Shares (the “Registration Rights Agreement”).
Additional Transaction Agreements. Prior to the Initial Closing, the Sellers and the Purchaser shall negotiate in good faith the following Contracts to be entered into by and between or among EMC and/or certain of its Affiliates, on the one hand, and the Purchaser and/or certain of its Affiliates, on the other hand (each such Contract to be effective as of the Initial Closing):
(a) a reseller agreement, at zero margin (in form and substance reasonably acceptable to the Sellers and the Purchaser, the “New Business Reseller Agreement”);
(b) one or more services contracts relating to (i) research and development services and (ii) other services, which shall provide for markups of 13% and 16%, respectively, and shall otherwise be on terms and conditions substantially consistent with the terms and conditions of the agreements listed in Schedule 5.19(b) (other than administrative terms and conditions, which shall be substantially consistent with the corresponding terms and conditions of the Transition Services Agreement) (each such services contract, in form and substance reasonably acceptable to the Sellers and the Purchaser, an “Indian Service Agreement”); and
(c) one or more joint use and occupancy agreements regarding the real property that is used to provide services under the Transition Services Agreement, which agreements shall require the Sellers to, in the event of the closure or relocation of any facility on such real property, (i) deliver written notice to the Purchaser in advance thereof on the timetable contemplated by Section 3.6 of the Transition Services Agreement and (ii) relocate all applicable personnel (other than sales and marketing personnel) to an alternative facility at the Sellers’ sole cost and expense (each such joint use and occupancy agreement, in form and substance reasonably acceptable to the Sellers and the Purchaser, a “Joint Use and Occupancy Agreement”).
Additional Transaction Agreements. Seller and its Subsidiaries may not enter into any agreement, understanding or arrangement with respect to any Additional Transaction Proposal until the Closing unless such agreement either (i) conditions the consummation of any of the transactions contemplated thereby on the prior occurrence of the Closing or termination of this Agreement in accordance with its terms, or (ii) if such transaction involves only (A) the issuance, sale or purchase of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) of Seller, or (B) a merger, consolidation or similar transaction of Seller with another Person or (iii) does not subject this Agreement to a vote of the Seller’s stockholders, and, in the case of (ii) or (iii) expressly provides that Seller or the surviving corporation, as appropriate, shall continue to be subject to this Agreement without alteration as a result of the consummation of the transactions contemplated by such agreement.
Additional Transaction Agreements. Concurrently with the execution of this Agreement, the parties are entering into the following additional Transaction Agreements:
(a) [Intentionally Omitted]
Additional Transaction Agreements
