Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 52 contracts
Samples: Tender and Support Agreement (Volt Information Sciences, Inc.), Tender and Support Agreement (Pacira BioSciences, Inc.), Tender and Support Agreement (Horizon Therapeutics Public LTD Co)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Affiliate Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 20 contracts
Samples: Merger Agreement (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between such Stockholder, on the one hand, and the Company Company, Parent or ParentMerger Subsidiary, on the other. The existence of any claim or cause of action by Stockholder against the Company Company, Parent or Parent Merger Subsidiary shall not constitute a defense to the enforcement of any of such covenants or obligations against such Stockholder.
Appears in 15 contracts
Samples: Stockholder Agreement (Prima Energy Corp), Stockholder Agreement (Prima Energy Corp), Stockholder Agreement (Prima Energy Corp)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Company, Parent or ParentSub, on the otherother hand. The existence of any claim or cause of action by Stockholder against the Company Company, Parent or Parent Sub shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 5 contracts
Samples: Support Agreement (Dover Saddlery Holdings, Inc.), Support Agreement (Dover Saddlery Holdings, Inc.), Support Agreement (Dover Saddlery Holdings, Inc.)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Company, Merger Sub or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company Company, Merger Sub or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 4 contracts
Samples: Merger Agreement (Harmony Biosciences Holdings, Inc.), Tender and Support Agreement (Zynerba Pharmaceuticals, Inc.), Merger Agreement (Zynerba Pharmaceuticals, Inc.)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Company, Purchaser or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company Company, Purchaser or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 4 contracts
Samples: Tender and Support Agreement (Collegium Pharmaceutical, Inc), Merger Agreement (Biodelivery Sciences International Inc), Merger Agreement (Collegium Pharmaceutical, Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Voting Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 3 contracts
Samples: Voting Agreement (Gilead Sciences Inc), Voting Agreement (Gilead Sciences Inc), Voting Agreement (Warburg Pincus Investors Lp)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Merger Sub, Company or ParentParent or any of their subsidiaries, on the other. The , and the existence of any claim or cause of action by Stockholder against the Merger Sub, Company or Parent or any of their subsidiaries shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 3 contracts
Samples: Merger Agreement (Interactive Group Inc), Noncompetition Agreement (Dataworks Corp), Noncompetition Agreement (Dataworks Corp)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Parent, Merger Sub Two, or Parentany subsidiary of Parent or Merger Sub Two, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 3 contracts
Samples: Non Competition Agreement, Non Competition Agreement (Limelight Networks, Inc.), Non Competition Agreement (Limelight Networks, Inc.)
Independence of Obligations. The covenants and obligations of Stockholder Shareholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between StockholderShareholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder Shareholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against StockholderShareholder.
Appears in 3 contracts
Samples: Voting Agreement (Website Pros Inc), Voting Agreement (Natel Engineering Company, Inc.), Voting Agreement (Molecular Devices Corp)
Independence of Obligations. The covenants and obligations of the Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Stockholder, on the one hand, and the Company or Parent, on the otherother hand. The existence of any claim or cause of action by the Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against the Stockholder.
Appears in 3 contracts
Samples: Tender and Support Agreement, Tender and Support Agreement (Opnet Technologies Inc), Tender and Support Agreement (Riverbed Technology, Inc.)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or ParentAPI, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent API shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 2 contracts
Samples: Voting Agreement (Luna Innovations Inc), Voting Agreement (Advanced Photonix Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement Contract between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder. Nothing in this Agreement shall limit any of the rights or remedies of Parent, or the obligations of Stockholder, under the Merger Agreement or any other Contract.
Appears in 2 contracts
Samples: Support Agreement (Vizio Holding Corp.), Support Agreement (Vizio Holding Corp.)
Independence of Obligations. The covenants and obligations of Stockholder the Stockholders set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Stockholder, on the one hand, and the Company Parent or ParentPurchaser, on the otherother hand. The existence obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any claim or cause breach of action the terms of this Agreement by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against other Stockholder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ambit Biosciences Corp), Tender Agreement (Ambit Biosciences Corp)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the otherother hand. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 2 contracts
Samples: Lock Up Agreement (MYnd Analytics, Inc.), Lock Up Agreement (Emmaus Life Sciences, Inc.)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Parent or Parent, on the otherother hand. The existence of any claim or cause of action by Stockholder against the Company Parent or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 2 contracts
Samples: Lock Up Agreement (Skinvisible Inc), Lock Up Agreement (Skinvisible Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Stockholder Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 2 contracts
Samples: Stockholder Agreement (Hotjobs Com LTD), Merger Agreement (Hotjobs Com LTD)
Independence of Obligations. The covenants and obligations of Stockholder Shareholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between StockholderShareholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder Shareholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against StockholderShareholder.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Castelle \Ca\), Agreement and Plan of Reorganization and Merger (Castelle \Ca\)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Acquiror, Surviving Corporation or Parentany subsidiary of Acquiror or Surviving Corporation, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 2 contracts
Samples: Non Competition and Non Solicitation Agreement (Marketo, Inc.), Non Competition and Non Solicitation Agreement (Marketo, Inc.)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Parent or ParentQuoin, on the otherother hand. The existence of any claim or cause of action by Stockholder against the Company Parent or Parent Quoin shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 2 contracts
Samples: Lock Up Agreement (Skinvisible Inc), Lock Up Agreement (Skinvisible Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Support Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 2 contracts
Samples: Support Agreement (Magma Design Automation Inc), Voting and Support Agreement (Compellent Technologies Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the otherother hand. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 2 contracts
Samples: Lock Up Agreement (MYnd Analytics, Inc.), Lock Up Agreement (Emmaus Life Sciences, Inc.)
Independence of Obligations. The covenants and obligations of the Stockholder set --------------------------- forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Stockholder, on the one hand, and the Company Parent or ParentCompany, on the other. The existence of any claim or cause of action by the Stockholder against the Parent or Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against the Stockholder.
Appears in 2 contracts
Samples: Noncompetition Agreement (Quantum Corp /De/), Noncompetition Agreement (Buy Com Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or ParentCompany, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Merger Agreement (Oxigene Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or ParentInvestor, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent Investor shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Parent, Surviving Corporation, or Parentany subsidiary of Parent or Surviving Corporation, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Non Competition Agreement (Cypress Semiconductor Corp /De/)
Independence of Obligations. The covenants and obligations of each Stockholder set forth in this Stockholders Agreement shall be construed as independent of any other agreement or arrangement between such Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by a Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against such Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Affiliate Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or ParentArtecon, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent Artecon shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of the Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between or among the Stockholder, on the one hand, and the Company Company, Parent or ParentSub, on the otherother hand. The existence of any claim or cause of action by the Stockholder against the Company Company, Parent or Parent Sub shall not constitute a defense to the enforcement of any of such covenants or obligations against the Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and Buyer, the Company (or Parentits successor) or any subsidiary of Buyer or the Company (or its successor), on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Voting Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Company, Purchaser or ParentMerger Sub, on the other. The existence of any claim or cause of action by Stockholder against the Company Company, Purchaser or Parent Merger Sub shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Tender and Voting Agreement (Gores Patriot Holdings, Inc.)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or ParentMerger Partner, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent Merger Partner shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Voting Agreement (Novacea Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or ParentWxx.xxx, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent Wxx.xxx shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Voting Agreement (WEB.COM, Inc.)
Independence of Obligations. The covenants and obligations of the Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Stockholder, on the one hand, and the Company Seller or ParentPurchaser or any of their affiliates or subsidiaries, on the other. The other hand, and the existence of any claim or cause of action by the Stockholder against the Company Seller or Parent Purchaser or any of their affiliates or subsidiaries shall not constitute a defense to the enforcement of any of such covenants or obligations against the Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of each Stockholder set forth in this Voting Agreement shall be construed as independent of any other agreement or arrangement between such Stockholder, on the one hand, and the Company or Parentand Holdings, on the other. The existence of any claim or cause of action by any Stockholder against the Company or Parent and Holdings shall not constitute a defense to the enforcement of any of such covenants or obligations against such Stockholder.
Appears in 1 contract
Samples: Irrevocable Proxy and Voting Agreement (HyperSpace Communications, Inc.)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or ParentPivot, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent Pivot shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Voting Agreement (Novacea Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and Thermage, the Company Surviving Company, or Parentany Subsidiary of Thermage or Surviving Corporation, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder the Shareholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholderthe Shareholder, on the one hand, and the Company Parent or ParentCompany, on the other. The existence of any claim or cause of action by Stockholder the Shareholder against the Parent or Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholderthe Shareholder.
Appears in 1 contract
Samples: Merger Agreement (Sanmina Corp/De)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Affiliate Agreement shall be construed as independent of any other agreement or 3 arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
Independence of Obligations. The covenants and obligations of such Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between such Stockholder, on the one hand, and the Company or Acquisition Sub and Parent, on the other. The existence of any claim or cause of action by such Stockholder against the Company Acquisition Sub or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against such Stockholder. The obligations of each Stockholder under this Agreement are several and not joint, and no Stockholder shall have any liability or obligation under this Agreement for any breach hereunder by any other Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Stockholder Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Company, Parent or ParentAcquisition Sub, on the other. The existence of any claim or cause of action by Stockholder against the Company Company, Parent or Parent Acquisition Sub shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Stockholder Agreement (Synopsys Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Lock-Up Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Lock Up Agreement (Vaxgen Inc)
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Company, Parent or ParentPurchaser, on the otherother hand. The existence of any claim or cause of action by Stockholder against the Company Company, Parent or Parent Purchaser shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of each Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by any Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against such Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Affiliate Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or ParentSpatial, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent Spatial shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company Parent, Surviving Corporation or Parentany subsidiary of Parent or Surviving Corporation, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.
Appears in 1 contract
Samples: Non Competition and Non Solicitation Agreement (EnteroMedics Inc)