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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 Parent Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate of incorporation of Parent, this Agreement, the Merger Agreement and the transactions contemplated in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 5 contracts

Samples: Merger Agreement (Reneo Pharmaceuticals, Inc.), Merger Agreement (Graphite Bio, Inc.), Parent Support Agreement (Reneo Pharmaceuticals, Inc.)

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 Contractcontract, agreement, arrangement or understanding between the parties hereto Parties unless and until (a) the Parent Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of approves the certificate of incorporation of Parent, this Merger Agreement, the Merger Agreement and the transactions and documents contemplated in 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.

Appears in 5 contracts

Samples: Voting and Support Agreement (Glowpoint, Inc.), Voting and Support Agreement (Glowpoint, Inc.), Merger Agreement (Glowpoint, Inc.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of the certificate of incorporation of Parent, this Agreement’s organizational documents, the Merger Agreement and the transactions contemplated in the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 5 contracts

Samples: Support Agreement (Cara Therapeutics, Inc.), Support Agreement (AgeX Therapeutics, Inc.), Support Agreement (Angion Biomedica Corp.)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of the certificate Parent’s Amended and Restated Certificate of incorporation of ParentIncorporation, this Agreement, the Merger Agreement and the transactions contemplated in by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 4 contracts

Samples: Voting Agreement (SendGrid, Inc.), Voting Agreement (Twilio Inc), Voting Agreement (Twilio Inc)

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 Contractcontract, agreement, arrangement or understanding between among the parties hereto unless and until (a) each of the Parent Board and Company Board, as applicable, has approved, for purposes of any applicable anti-takeover Laws laws and regulations and any applicable provision of the certificate of incorporation of Parentregulations, this Agreement, the Merger Agreement and the transactions contemplated in 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.

Appears in 4 contracts

Samples: Voting Agreement (Renovacor, Inc.), Voting Agreement (Rocket Pharmaceuticals, Inc.), Voting Agreement (Rocket Pharmaceuticals, Inc.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of the certificate of incorporation of Parent, this Agreement’s Organizational Documents, the Merger Agreement and the transactions contemplated in the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 3 contracts

Samples: Merger Agreement (CalciMedica, Inc. /DE/), Support Agreement (Graybug Vision, Inc.), Support Agreement (Silverback Therapeutics, Inc.)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate articles of incorporation of Parent, this Agreement, the Merger Agreement and the transactions contemplated in the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 2 contracts

Samples: Parent Stockholder Support Agreement (Kintara Therapeutics, Inc.), Parent Stockholder Support Agreement (Kintara Therapeutics, Inc.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations and any applicable provision of the certificate of incorporation of Parent, this Agreement’s organizational documents, the Merger Agreement and the transactions contemplated in the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.

Appears in 2 contracts

Samples: Support Agreement (MorphImmune Inc.), Support Agreement (Immunome Inc.)

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 Parent and any Stockholder unless and until (a) the Parent Company Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate of incorporation of Parent, this Agreementthe Company, the Merger Agreement and the transactions contemplated in the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties heretoParent and such Stockholder.

Appears in 2 contracts

Samples: Voting Agreement (SMTC Corp), Voting Agreement (Virtusa Corp)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws laws and regulations and any applicable provision of the certificate Parent’s Certificate of incorporation of ParentIncorporation, this Agreement, the Merger Agreement and the transactions contemplated in by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 2 contracts

Samples: Voting Agreement (Javelin Pharmaceuticals, Inc), Voting Agreement (Myriad Pharmaceuticals, Inc.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of the certificate of incorporation of Parent, this Agreement’s organizational documents, the Merger Agreement and the transactions contemplated in the Merger AgreementMerger, (b) the Merger Agreement is are executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.. (SIGNATURE PAGE FOLLOWS)

Appears in 2 contracts

Samples: Support Agreement, Support 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 Contractcontract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board has approved, for purposes of any applicable anti-takeover Laws laws and regulations and any applicable provision of the certificate of incorporation of Parent, this Agreement, the Merger Agreement and the transactions contemplated in the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 2 contracts

Samples: Support Agreement (Ra Medical Systems, Inc.), Support Agreement (Ra Medical Systems, Inc.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations and any applicable provision of Parent’s Articles of Amendment and Restatement, as amended and supplemented as of the certificate of incorporation of Parentdate hereof, this Agreement, the Merger Agreement and the transactions contemplated in by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 2 contracts

Samples: Voting Agreement (Bounty Investments, LLC), Voting Agreement (Commercial Industrial Finance Corp)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate of incorporation of Parent, this AgreementLeap, the Merger Agreement and the transactions contemplated in the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all the parties hereto.

Appears in 2 contracts

Samples: Support Agreement (Leap Therapeutics, Inc.), Support Agreement (Leap Therapeutics, Inc.)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate of incorporation of Parent, this Agreement, the Merger Agreement and the transactions contemplated in the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 2 contracts

Samples: Parent Stockholder Support Agreement (TuHURA Biosciences, Inc./Nv), Parent Stockholder Support Agreement (Kineta, Inc./De)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate of incorporation of Parent, this AgreementMiragen, the Merger Agreement and the transactions contemplated in the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Merger Agreement (Miragen Therapeutics, Inc.)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of the certificate of incorporation of ParentParent Certificate, this Agreement, the Merger Agreement and the transactions contemplated in by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Merger Agreement (Anesiva, Inc.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of Parent’s organizational documents, the certificate possible acquisition of incorporation of Parent, this Agreement, the Company by Parent pursuant to the Merger Agreement and the transactions contemplated in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Voting and Support Agreement (Bison Capital Acquisition Corp.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of the certificate of incorporation of Parent, this Agreement’s organizational documents, the Merger Agreement and the transactions contemplated in the Merger AgreementMerger, (b) the Merger Agreement is are executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Support Agreement (AmpliPhi Biosciences Corp)

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 has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate of incorporation of Parent, this Agreement, the Merger Agreement and the transactions contemplated in the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.. ​ ​ ​ ​

Appears in 1 contract

Samples: Support Agreement (NeuroBo Pharmaceuticals, Inc.)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws laws and regulations and any applicable provision of the certificate Certificate of incorporation Incorporation of Parent, this Agreement, the Merger Agreement and the transactions contemplated in by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Inotek Pharmaceuticals Corp)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations and any applicable provision of the certificate Parent’s Certificate of incorporation of ParentIncorporation, this Agreement, the Merger Agreement and the transactions contemplated in by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Voting Agreement (Transgenomic Inc)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of the Parent’s certificate of incorporation of Parentincorporation, this Agreement, the Merger Agreement and the transactions contemplated in by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Voting Agreement (LogMeIn, Inc.)

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 Parent and any Stockholder unless and until (a) the Parent Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate of incorporation of Parent, this Agreement, the Merger Agreement and the transactions contemplated in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (cb) this Agreement is executed by all parties heretoParent and such Stockholder.

Appears in 1 contract

Samples: Voting and Support Agreement (Leaf Group Ltd.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of Parent’s organizational documents, the certificate possible acquisition of incorporation of Parent, this Agreement, the Company pursuant to the Merger Agreement and the transactions contemplated in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.. ​

Appears in 1 contract

Samples: Voting and Support Agreement (4D Pharma PLC)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of the certificate of incorporation of Parent, this Agreement’s organizational documents, the Merger Agreement and the transactions contemplated in the Merger AgreementMerger, (b) the Plan of Merger Agreement is are executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Support Agreement (Versartis, Inc.)

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 Parent Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision of the certificate of incorporation of Parent, this AgreementIdera, the Merger Agreement and the transactions contemplated in the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Merger Agreement (Idera Pharmaceuticals, Inc.)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of Parent’s organizational documents, the certificate possible acquisition of incorporation of Parent, this Agreement, the Company pursuant to the Merger Agreement and the transactions contemplated in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

Appears in 1 contract

Samples: Voting and Support Agreement (Longevity Acquisition Corp)

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 has approved, for purposes of any applicable anti-takeover Laws laws and regulations regulations, and any applicable provision of Parent’s organizational documents, the certificate possible acquisition of incorporation of Parent, this Agreement, the Company by Parent pursuant to the Merger Agreement and the transactions contemplated in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and . (c) this Agreement is executed by all parties hereto.SIGNATURE PAGES FOLLOW)

Appears in 1 contract

Samples: Voting and Support Agreement