Common use of No Agreement Until Executed Clause in Contracts

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed and delivered by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Parent, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto Parties unless and until (a) the Company Board of Directors of approves the Company has approved, for purposes of any applicable anti-takeover laws and regulationsMerger Agreement, and any applicable provision of the Company’s organizational documents, the transactions and documents contemplated by the Merger thereby, including this Agreement, (b) the Merger Agreement is executed and delivered by all parties thereto, and (c) this Agreement is executed and delivered by all parties heretothe Parties.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the CompanySeller’s organizational documentsarticles of incorporation or bylaws, the transactions contemplated by Merger pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (ai) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, Chapter 110F of the MGL and any applicable provision of the Company’s organizational documentsArticles of Organization, the transactions contemplated by the Merger terms of this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (cii) this Agreement is executed by all the parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsRestated Certificate of Incorporation, as amended, the transactions contemplated possible acquisition of the Subject Common Shares by Parent pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Incorporation, as amended, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsarticles of organization and bylaws, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto to this Agreement unless and until until: (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (bi) the Merger Agreement is executed by all parties thereto, to the Merger Agreement; and (cii) this Agreement is executed by all parties heretoto this Agreement.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by the Parent and the Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, this Agreement, the Merger Agreement and the transactions contemplated by in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors has adopted and approved the possible acquisition of the Company has approved, for purposes of any applicable anti-takeover laws Shares by Parent and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by Parent and Newco pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Purchaser Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the CompanyPurchaser’s organizational documents, the transactions contemplated by the Merger AgreementTransaction, (b) the Merger Purchase Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsAmended and Restated Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsamended and restated certificate of incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties Parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto Parties unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational and governance documents, the transactions contemplated by the Merger AgreementAgreement (including the Merger), (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation and bylaws, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has adopted and approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by Parent and Sub pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCompany Organizational Documents, the transactions contemplated by Transaction Agreement and the Merger AgreementTransactions, (b) the Merger Transaction Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.and

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation and bylaws, and for purposes of its Rights Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCertificate of Incorporation of Parent, the Merger Agreement and the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among between the parties Parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto Parties unless and until (ai) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (bii) the Merger Agreement is executed by all parties thereto, thereto and (ciii) this Agreement is executed and delivered by all parties heretoeach Party.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by Parent and Sub pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Y Board of Directors of has adopted and approved the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors has adopted and approved the possible acquisition of the Company has approved, for purposes of any applicable anti-takeover laws Shares by Parent and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by Sub pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement Contract or understanding between among the parties hereto unless and until (a) the Company Board of Directors of has approved the Company has approved, for purposes of any applicable anti-takeover laws Transaction Agreement and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementTransaction, (b) the Merger Transaction Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulationsApplicable Legal Requirements, and any applicable provision of the Company’s organizational documentsbylaws or certificate of incorporation of the Company (in each case, as amended, restated, modified or supplemented as of the date hereof), this Agreement and the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed and delivered by all parties thereto, and (c) this Agreement is executed and delivered by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, approved for purposes of any applicable anti-takeover laws and regulations, the DGCL and any applicable provision of the Company’s organizational documentsCertificate of Incorporation or the Bylaws, the transactions contemplated by the Merger Agreement, terms of this Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all the parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCompany Charter, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the Merger Agreement and the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of has approved the Company has approved, for purposes of any applicable anti-takeover laws Asset Sale and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Asset Purchase Agreement, (b) the Merger Asset Purchase Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (ai) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by approved the Merger AgreementAgreement and the Proposed Transaction, (bii) the Merger Agreement is executed by all parties thereto, and (ciii) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsAmended and Restated Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, Section 151 of the DGCL and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement, terms of this Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all the parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Association, the transactions contemplated by the Merger Purchase Agreement and the Collaboration Agreement, (b) each of the Merger Purchase Agreement and the Collaboration Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the shares of Company Common Stock by the Parent and the Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsmemorandum of association and articles of association, each as amended, the transactions contemplated by the Merger Agreement, Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsarticles of organization and bylaws, and for purposes of the Company Rights Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (cb) this Agreement is executed by all parties hereto.. (Signature Page Follows)

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (ai) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and regulations or any applicable provision of the Company’s organizational documentsCharter Documents, the transactions contemplated by the Merger Agreement and this Agreement, (bii) the Merger Agreement is executed by all parties thereto, thereto and (ciii) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsOrganizational Documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Purchaser Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Purchaser, the transactions contemplated by Exchange Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Exchange Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulationsLaws, and any applicable provision of the Company’s organizational documentsCharter, Bylaws, this Agreement and the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed and delivered by all parties thereto, and (c) this Agreement is executed and delivered by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCompany Charter, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among between the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (ai) the Board of Directors each of the Parent and the Company Boards, as applicable, has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (bii) the Merger Agreement is executed by all parties thereto, thereto and (ciii) this Agreement is executed and delivered by all parties each party hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties hereto or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Incorporation of the Corporation, the transactions contemplated by the Merger Arrangement Agreement, (b) the Merger Arrangement Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board board of Directors directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated possible acquisition of the Company by Parent pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated possible acquisition of the Subject Shares by Parent and Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Incorporation, the transactions contemplated possible acquisition of the Shares by Buyer pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among between the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, board of directors has approved the transactions contemplated by the Merger Securities Purchase Agreement, (b) the Merger Securities Purchase Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties each party hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents's Certificate of Incorporation, the transactions contemplated possible acquisition of the Shares by the Parent pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsSeller Charter, the transactions contemplated possible acquisition of the Shares by Buyer and its Subsidiaries pursuant to the Merger AgreementAgreement and Plan of Merger, (b) the Agreement and Plan of Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, board of directors has approved the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) each of the Board of Directors of CHFW and the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, approved the transactions contemplated by the Merger Business Combination Agreement, (b) the Merger Business Combination Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable antiSection 23- 1-takeover laws and regulations, 40-1 of the IBCL and any applicable provision of the Company’s organizational documentsArticles of Incorporation, the transactions contemplated by the Merger terms of this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (cb) this Agreement is executed by all parties heretothe parties.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Q32 Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Terrain Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Terrain, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the LLIT Board of Directors of has approved the Company has approved, for purposes of any applicable anti-takeover laws Merger Agreement and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board board of Directors directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated possible acquisition of the Company by Parent pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.. (Signature page follows)

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of and the Company has Special Committee have approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company Charter or the bylaws of the Company or any other similar organizational document of the Company’s organizational documents, the Merger Agreement, the Support Agreements and the transactions contemplated by the Merger AgreementAgreement and the Support Agreements, including the Company Merger, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed and delivered by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated possible acquisition of the Subject Shares by the Parent Parties pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulationsTakeover Laws, and any applicable provision of the Company’s organizational documentsCompany Charter, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties Parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties Parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties Parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Insight Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Insight, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Trulia Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Certificate of Incorporation of the Company’s organizational documents, the Merger Agreement and the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the CompanySeller’s organizational documentsCertificate of Incorporation, the transactions contemplated possible acquisition of the Shares by Parent pursuant to the Merger AgreementAgreement and Plan of Merger, (b) the Agreement and Plan of Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties hereto or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Vibrant Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentsarticles of association of Vibrant, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsArticles of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Organization, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board Company board of Directors of directors has approved the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementTransactions, (b) the Merger Purchase Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Business Combination Agreement is executed by all parties thereto, thereto and (cb) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties hereto or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Organizational Documents of the Company’s organizational documents, the transactions contemplated by the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company OXiGENE has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsOXiGENE Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among between the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors each of the Company Akebia and Keryx Boards, as applicable, has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties each party hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Homology Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Homology, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, approved for purposes of any applicable anti-takeover laws and regulations, the DGCL and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement, terms of this Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all the parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Organization, the transactions contemplated possible acquisition of the Shares by the Merger AgreementBuyer pursuant to the Agreement and Plan of Merger, (b) the Agreement and Plan of Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documents's certificate of incorporation, as amended and supplemented as of the date hereof, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Seller Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsSeller Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Frequency Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Frequency, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto to this Agreement unless and until until: (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties theretothe Parent, Merger Sub and the Company; and (cb) this Agreement is executed by all parties heretoto this Agreement.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board Xxxxxx’x board of Directors of the Company directors has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsXxxxxx’x certificate of incorporation, the transactions contemplated possible acquisition of Xxxxxx by Tornier pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Company Board of Directors of and the Company has Hospitality Board have approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsCompany Certificate of Incorporation and the Hospitality Certificate of Incorporation, the transactions contemplated by the Merger terms of this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (cb) this Agreement is executed by all the parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by Parent and Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, approved for purposes of any applicable anti-takeover laws and regulations, the Act and any applicable provision of the Company’s organizational documentsArticles of Organization or the Operating Agreement, the transactions contemplated by the Merger Agreement, terms of this Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all the parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated possible acquisition of the Company by KBL pursuant to the Merger Agreement, Business Combination Agreement and (b) the Merger Business Combination Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (ai) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision the possible acquisition of the Company’s organizational documents, Shares by Buyer pursuant to the transactions contemplated by the Merger AgreementAgreement and Plan of Merger, (bii) the Agreement and Plan of Merger Agreement is executed by all parties thereto, and (ciii) this Agreement is executed by all parties hereto.

No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.