Common use of Certain Arrangements Clause in Contracts

Certain Arrangements. Except as set forth in Section 4.2(j) of the Parent Disclosure Letter, there are no Contracts, undertakings, commitments, or understandings, whether written or oral and whether or not legally binding, between Parent, Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management or the Company’s board of directors or any stockholder of the Company, on the other hand, (i) relating in any way to the Merger or any other transaction contemplated by this Agreement or to the management of the Surviving Corporation after the Effective Time or (ii) pursuant to which any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Merger Consideration or agrees to vote in favor of this Agreement and the Merger and other transactions or agrees to vote against or otherwise oppose any Company Acquisition Proposal.

Appears in 2 contracts

Samples: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.)

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Certain Arrangements. Except as set forth in Section 4.2(j) As of the Parent Disclosure Letterexecution of this Agreement, there are no Contracts, undertakings, commitments, Contracts or understandings, other arrangements or understandings (whether written oral or written) or commitments to enter into Contracts or other arrangements or understandings (whether oral and whether or not legally binding, written) (a) between Parent, Sponsor Merger Sub or any of their respective Affiliates, on the one hand, and any member of the Company’s management or the Company’s board Board of directors or any stockholder of the CompanyDirectors, on the other hand, (i) relating that relate in any way to the Merger Company or any other transaction of its Subsidiaries, the Company Common Stock or the transactions contemplated by this Agreement or to the management of the Surviving Corporation after the Effective Time or (iib) pursuant to which any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote in favor of to adopt this Agreement and or approve the Merger and other transactions or agrees to vote against or otherwise oppose any Company Acquisition Superior Proposal.

Appears in 2 contracts

Samples: Merger Agreement (PPD, Inc.), Merger Agreement (Thermo Fisher Scientific Inc.)

Certain Arrangements. Except as set forth in Section 4.2(j) of the Parent Disclosure Letter, there There are no ContractsContracts or other agreements, undertakingsarrangements or understandings (whether oral or written) or commitments to enter into agreements, commitments, arrangements or understandings, understandings (whether written oral or oral and whether or not legally binding, written) (i) between Parent, Sponsor Purchaser or any of their respective Affiliates, on the one hand, and any member of the Company’s management or the Company’s board of directors or any stockholder of the Companydirectors, on the other hand, (i) relating that, as of the date hereof, relate in any way to the Merger Company or any other transaction contemplated by this Agreement or to the management of the Surviving Corporation after Company Subsidiaries or the Effective Time Transactions or (ii) pursuant to which any stockholder holder of the shares of Company Common Stock would be entitled to receive value or consideration of a different amount or nature than the Merger Consideration or pursuant to which any shareholder of the Company agrees to vote in favor of to adopt this Agreement and or the Merger and other transactions Transactions or agrees to vote against or otherwise oppose any Company Acquisition Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Mocon Inc)

Certain Arrangements. Except disclosed under this Agreement, as set forth in Section 4.2(j) of the Parent Disclosure Letterdate hereof, there are no Contracts, undertakings, commitments, Contracts or understandings, arrangements (whether written oral or oral and whether or not legally binding, written) (i) between Parent, Sponsor Merger Sub or any of their respective AffiliatesAffiliates (excluding the Company and its Subsidiaries), on the one hand, and any member of the Company’s management or the Company’s board of directors its Subsidiaries’ directors, officers or any stockholder of the Companystockholders, on the other hand, (i) relating that relate in any way to the Merger or any other transaction contemplated by this Agreement or to the management of the Surviving Corporation after the Effective Time Transactions, or (ii) pursuant to which any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Merger Consideration or agrees pursuant to which any stockholder of the Company has agreed to vote in favor of to approve this Agreement and or the Merger and other transactions or agrees has agreed to vote against or otherwise oppose any Company Acquisition Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Trunkbow International Holdings LTD)

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Certain Arrangements. Except as set forth in Section 4.2(j) As of the Parent Disclosure Letterdate hereof, there are no Contracts, undertakings, commitments, Contracts or understandings, other arrangements or understandings (whether written oral or written) or commitments to enter into Contracts or other arrangements or understandings (whether oral and whether or not legally binding, written) (a) between Parent, Sponsor Merger Sub or any of their respective Affiliates, on the one hand, and any member of the Company’s management or the Company’s board Board of directors or any stockholder of the CompanyDirectors, on the other hand, (i) relating that relate in any way to the Merger Company or any other transaction of its Subsidiaries, the Company Common Stock or the transactions contemplated by this Agreement or to the management of the Surviving Corporation after the Effective Time or (iib) pursuant to which any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote in favor of to adopt this Agreement and or approve the Merger and other transactions or agrees to vote against or otherwise oppose any Company Acquisition Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (Thermo Fisher Scientific Inc.)

Certain Arrangements. Except as set forth in Section 4.2(j) of for the Parent Disclosure LetterSupport Agreements, there are no Contractsagreements, undertakings, commitmentsarrangements or understandings (whether oral or written), or understandingscommitments to enter into agreements, arrangements or understandings (whether written oral or oral and whether or not legally bindingwritten), (a) between Parent, Sponsor Merger Sub, or any of their respective Affiliates, on the one hand, and any member of the Company’s management or the Company’s board of directors or any stockholder of the Companydirectors, on the other hand, (i) relating as of the date hereof that relate in any way to the Merger Company or any other transaction contemplated by this Agreement of its Subsidiaries or the Transactions (including as to the management of the Surviving Corporation after the Effective Time continuing employment) or (iib) pursuant to which any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Offer Price or Merger Consideration or pursuant to which any stockholder of the Company agrees to vote in favor of to approve this Agreement and or the Merger and other transactions or agrees to vote against or otherwise oppose any Company Acquisition Superior Proposal.

Appears in 1 contract

Samples: Merger Agreement (MRV Communications Inc)

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