Merger Agreement Obligations. (a) Other than as expressly permitted by the Merger Agreement or the Repurchase Agreement, during the Applicable Period, the Company Stockholder will not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding, whether or not in writing, with respect to the sale, transfer, assignment, Lien, hypothecation or similar disposition of (by merger, by testamentary disposition, by operation of law or otherwise), any Subject Equity Securities (including any right, title or interest therein) or any rights to acquire any Company Interests or other securities or equity interests of the Company, (ii) deposit any Subject Equity Securities or any rights to acquire any Company Interests or other securities or equity interests of the Company into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement (other than any Contracts set forth on Section 7.18 of the Company Disclosure Letter entered into prior to the date hereof and to be terminated contingent upon and automatically effective as of the Closing in accordance with Section 7(d)), or (iii) commit or agree (whether or not in writing) to any of the actions referred to in the foregoing clause (i) or (ii) of this Section 5 (any action described in clauses (i), (ii), and (iii), a “Transfer”); provided, however, that nothing herein shall prohibit the Company Stockholder from transferring Subject Equity Securities to an Affiliate of such Company Stockholder or, if the Company Stockholder is an individual, to any member of the Company Stockholder’s immediate family or to a trust solely for the benefit of the Company Stockholder or any member of the Company Stockholder’s immediate family; provided, that (x) any such Transfers shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to assume all of the obligations of the Company Stockholder under, and to be bound by all of the terms of, this Agreement and (y) any such permitted Transfer shall not relieve the Company Stockholder of its obligations under this Agreement. Any Transfer or action in viola...
Merger Agreement Obligations. The Unitholder (solely in its capacity as a Unitholder of the Company) agrees that it shall not, and shall not authorize or permit any investment banker, attorney or other advisor or representative retained by the Unitholder to act on the Unitholder’s behalf to, directly or indirectly, (a) solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute the submission of an Alternative Proposal or (b) enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreement or unit exchange agreement, option agreement or other similar agreement relating to an Alternative Proposal; provided that this Agreement shall not restrict the Unitholder from participating in discussions regarding an Alternative Proposal where the Company is engaging in such discussions as permitted by Section 5.3 of the Merger Agreement.
Merger Agreement Obligations. (a) Each Securityholder hereby acknowledges and agrees (a) that it has received and read the Merger Agreement and that it agrees to the terms of the Merger Agreement to the extent they set forth obligations of each Securityholder as a holder of Company Capital Stock; (b) that each Securityholder will benefit directly from the consummation of the Merger; and (c) to (i) the provisions of Article 7, Article 9 and Article 10 of the Merger Agreement, (ii) the appointment of the Stockholders’ Representative pursuant to Section 10.6 of the Merger Agreement, (iii) the allocation of the Merger Consideration, including the allocation of the Stock Consideration, as set forth in the Merger Agreement and (iv) to provide and, to the extent required under Rule 501, cause any Beneficial Owner of interests in any such Stockholder to provide, Parent and the Verifying Person with the information, and execute and deliver such documents, as Parent and the Verifying Person may reasonably request in order to ensure compliance with the Securities Act and the availability of any exemption thereunder (including Rule 506(c)), in connection with the delivery of the Stock Consideration as contemplated by the Merger Agreement.
(b) Each Securityholder shall take all necessary action in its power to amend the Certificate of Designation as set forth in Exhibit C, to provide that the Stock Consideration shall be allocated among the holders of Company Capital Stock and valued for purposes of the Certificate of Designation in the same manner as such consideration is valued for purposes of the Merger Agreement.
Merger Agreement Obligations. Except (u) pursuant to the Company Stockholder’s Letter of Transmittal delivered in accordance with the Merger Agreement, (v) the granting of voting proxies to the founders or management team of the Company, (w) any Promissory Note Cancellation, (x) any Company Share Redemption in accordance with the terms of the Merger Agreement, or (y) to implement the Dual Class Structure and/or the Company Recapitalization, the Company Stockholder will not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, Lien or similar disposition of (by operation of law or otherwise), any of the Equity Securities, (ii) deposit any of the Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) agree (whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii) of this Section 3. The Company Stockholder hereby agrees to be bound by the terms and conditions set forth in Article 2 (Merger Consideration; Effects of the Merger), Section 5.5 (Public Announcements), Section 5.20 (Exclusivity), Section 5.24 (Transfers of Ownership), Section 9.18 (Non-Survival), Section 9.19 (Trust Account Waiver) and, to the extent applicable to any of the foregoing, the remaining provisions of Article IX (Miscellaneous) of the Merger Agreement fully and to the same extent as if the Company Stockholder was a party and signatory to such provisions of the Merger Agreement.
Merger Agreement Obligations. The Stockholder (solely in the Stockholder’s capacity as such) agrees that it shall not, and shall not authorize or permit any investment banker, attorney or other advisor or representative to act on the Stockholder’s behalf to, directly or indirectly, (a) solicit, initiate, knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (b) participate in any discussions or negotiations regarding an Acquisition Proposal with, or furnish any nonpublic information regarding an Acquisition Proposal to, any Person that has made or, to the Company’s knowledge, is seeking to make, an Acquisition Proposal, except to notify such Person as to the existence of the provisions of this Section 4.2 or (c) enter into any letter of intent, agreement, contract or agreement in principle regarding an Acquisition Proposal; provided that the foregoing shall not restrict the Stockholder, or any of the Stockholder’s directors, officers, employees, partners, managers, members or Affiliates, from taking any such actions on behalf of or as a representative of the Company if, at such time, the Company is permitted to engage in discussions or negotiations with such Person regarding an Acquisition Proposal pursuant to the Merger Agreement.
Merger Agreement Obligations. Each Stockholder (solely in such Stockholder’s capacity as such) agrees that it shall not, and shall not authorize or permit any investment banker, attorney or other advisor or representative retained by such Stockholder to act on such Stockholder’s behalf to, directly or indirectly, (a) solicit, initiate, knowingly facilitate or knowingly encourage (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 4.2 (such as answering unsolicited phone calls) shall not be deemed to “facilitate” or “encourage” for purposes of this Section 4.2) the submission of any Alternative Proposal, (b) participate in any discussions or negotiations regarding an Alternative Proposal with, or furnish any nonpublic information regarding an Alternative Proposal to, any Person that has made or, to the Company’s Knowledge, is seeking to make, an Alternative Proposal, except to notify such Person as to the existence of the provisions of this Section 4.2 or (c) enter into any letter of intent, agreement, contract or agreement in principle regarding an Alternative Proposal; provided that the foregoing shall not restrict any Stockholder, or any of such Stockholder’s directors, officers, employees, partners, managers, members or Affiliates, from taking any such actions on behalf of or as a representative of the Company to the extent authorized by the Company to take such actions pursuant to Section 5.3(a) or Section 5.3(e) of the Merger Agreement.
Merger Agreement Obligations. Each Stockholder (solely in such Stockholder’s capacity as such) agrees that it shall not, and shall not authorize or permit any investment banker, attorney or other advisor or representative retained by such Stockholder to act on such Stockholder’s behalf to, directly or indirectly, (i) solicit, initiate, knowingly facilitate, cooperate with, or knowingly encourage any inquiry with respect to, or the making, submission or announcement of, any offer that constitutes, or could reasonably be expected to constitute, an Alternative Proposal, (ii) participate in any negotiations regarding an Alternative Proposal with, or furnish any nonpublic information regarding an Alternative Proposal to, any Person that has made or, to such Stockholders knowledge, is considering making, an Alternative Proposal, (iii) engage in discussions regarding an Alternative Proposal with any Person that has made or, to such Stockholders knowledge, is considering making an Alternative Proposal, except to notify such Person as to the existence of the provisions of this Section 4.2, or (iv) enter into any letter of intent, agreement, contract or agreement in principle regarding an Alternative Proposal; provided, that the foregoing shall not restrict each Stockholder from engaging in discussions regarding an Alternative Proposal with any Person to the extent that the Company is permitted to engage in discussions with such Person pursuant to Section 5.3(d) of the Merger Agreement.
Merger Agreement Obligations. Each of the undersigned hereby (i) agrees to be bound by all of the provisions of the Merger Agreement applicable to the Warrantholders, (ii) agrees to the appointment of TA Associates, Inc. as the Securityholder Representative pursuant to Section 10.1 of the Merger Agreement and (iii) acknowledges that TA Associates, Inc. will act on the undersigned’s behalf as the Securityholder Representative pursuant to the terms of the Merger Agreement. Each of the undersigned also acknowledges that a portion of the Warrant Payment will be held in Escrow Accounts in connection with post-closing purchase price adjustments, reimbursement obligations and indemnification obligations pursuant to terms and conditions of the Merger Agreement. Finally, each of the undersigned acknowledges that pursuant to Section 10.1 of the Merger Agreement, in the event that the Representative Expense Fund is insufficient to satisfy the expenses of the Securityholder Representative, the Securityholder Representative is entitled to recover any such expenses directly from the Securityholders.
Merger Agreement Obligations. The Management Equityholder hereby agrees to be bound by the terms and conditions of the Merger Agreement, including those set forth in Section 2.2 (Calculation of the Merger Consideration); Section 2.3 (Payment of the Merger Consideration); Section 2.4 (Payment of Other Amounts at Closing); Section 2.6 (Conversion of Company Securities); Section 2.7 (Treatment of Equity Awards; Named Executive Equity) (including Section 2.7(b) (Named Executive Equity)); Section 2.10 (Exchange Procedures for Company Stockholders); Section 2.11 (Withholding Rights); Section 2.12 (Adjustment to the Merger Consideration); Section 5.6 (Public Announcement); Section 5.14 (Nonsolicitation); Section 5.15 (Termination of Agreement); Section 5.19 (Registration Rights Agreement; Director Nomination Agreements); Section 9.14 (Administrative Expense Account); Section 9.15 (Stockholders’ Representative); Section 9.17 (No Recourse); Section 9.19 (Non-Survival); and Section 9.20 (Trust Account Waiver) of the Merger Agreement fully and to the same extent as if the Management Equityholder was party and signatory to the Merger Agreement. In addition, the Management Equityholder hereby acknowledges and agrees that (x) $[•] of the Merger Consideration which may be received by the Equity Holders pursuant to the Merger Agreement (the “Escrow Funds”) will be delivered by Parent to the Escrow Agent at the Closing to secure (in accordance with the terms of the Merger Agreement) the payment of certain adjustments to the Merger Consideration pursuant to Section 2.12 of the Merger Agreement, and (y) $1,000,000 (the “Administrative Expense Amount”) will be delivered to the Stockholders’ Representative to provide recourse to the Stockholders’ Representative for certain expenses it may incur in its capacity as such. The Management Equityholder acknowledges and agrees that the Management Equityholder shall receive his or her share of the Escrow Funds and/or the Administrative Expense Amount only if (and to the extent) such amounts are permitted to be distributed to the Management Equityholder pursuant to the terms and conditions of the Escrow Agreement or the Merger Agreement, as applicable, and the Management Equityholder may not receive any of such amounts.
Merger Agreement Obligations. The Borrower has satisfied all of its obligations under the Merger Agreement, which obligations are to be performed prior to the date on which this representation is made.
