Certain Arrangements. As of the date hereof, other than the Transaction Documents, there are no Contracts, agreements, arrangements or understandings (whether oral or written) (a) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management, directors or shareholders, on the other hand, that relate in any way to the Company or the transactions contemplated hereby or (b) pursuant to which any 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 shareholder of the Company has agreed to vote to approve the Merger or has agreed to vote against any Superior Proposal.
Appears in 3 contracts
Samples: Merger Agreement (New Horizon Capital Iii, L.P.), Merger Agreement (Exceed Co Ltd.), Merger Agreement (Yucheng Technologies LTD)
Certain Arrangements. As of the date hereof, other Other than the Transaction DocumentsVoting Agreements, the Rollover Agreements and the Employment Agreements, there are no Contracts, agreements, arrangements Contracts or understandings (whether oral commitments to enter into Contracts upon terms agreed on or written) prior to the date hereof (a) between Parent, Merger Sub Subsidiary, the Guarantors or any of their Affiliates, on the one hand, and any member director, officer or employee of the Company’s management, directors Company or shareholdersany of its Subsidiaries, on the other hand, that relate in any way to the Company or the transactions contemplated hereby or (b) pursuant to which any 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 shareholder of the Company has agreed agrees to vote to approve this Agreement or the Merger or has agreed agrees to vote against any Superior Proposal.
Appears in 2 contracts
Samples: Merger Agreement (ChyronHego Corp), Merger Agreement (ChyronHego Corp)
Certain Arrangements. As of the date hereof, other than the Transaction DocumentsAgreement Date, there are no Contracts, agreements, arrangements Contracts or understandings (whether oral or written) commitments to enter into Contracts (a) between Parent, Merger Sub or any of their respective Affiliates, on the one hand, and any member director (other than directors of the Company’s managementCompany appointed by Parent or its Affiliates), directors officer or shareholdersemployee of the Company or any of the Company Subsidiaries, on the other hand, that relate in any way to the Company or the transactions contemplated hereby or (b) between Parent, Merger Sub or any of their Affiliates pursuant to which any 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 shareholder of the Company has agreed agrees to vote to or approve this Agreement or the Merger or has agreed agrees to vote against any Superior ProposalProposal (other than the Voting and Support Agreement).
Appears in 2 contracts
Samples: Merger Agreement (Myovant Sciences Ltd.), Agreement and Plan of Merger (Myovant Sciences Ltd.)
Certain Arrangements. As of the date hereof, other than the Transaction DocumentsAgreement Date, there are no Contracts, agreements, arrangements Contracts or understandings (whether oral or written) commitments to enter into Contracts (a) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member director (other than directors of the Company’s managementCompany appointed by Parent or its Affiliates), directors officer or shareholdersemployee of the Company or any of the Company Subsidiaries, on the other hand, that relate in any way to the Company or the transactions contemplated hereby or (b) between Parent, Merger Sub or any of their Affiliates pursuant to which any 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 shareholder of the Company has agreed agrees to vote to or approve this Agreement or the Merger or has agreed agrees to vote against any Superior ProposalProposal (other than the Voting and Support Agreement).
Appears in 2 contracts
Samples: Merger Agreement (Urovant Sciences Ltd.), Merger Agreement (Sumitomo Chemical Co., Ltd.)
Certain Arrangements. (a) As of the date hereof, other than the Transaction Documents, there are no Contracts, agreements, arrangements Contracts or understandings (whether oral or written) (a) commitments to enter into Contracts between Parent, Merger Sub Sub, Parent Guarantor or any of their Affiliates, on the one hand, and the Company, any member director, officer or employee of the Company or any of the Company’s management, directors or shareholdersSubsidiaries, on the other hand, that relate in any way to the Company or the transactions contemplated hereby or .
(b) There are no Contracts or commitments to enter into Contracts pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or or, other than the Voting Agreement, pursuant to which any shareholder of the Company has agreed agrees to vote to approve this Agreement or the Merger or has agreed agrees to vote against any Superior Proposal.
Appears in 1 contract
Samples: Merger Agreement (Realnetworks Inc)