No Agreement Until Executed. This Agreement shall not be effective unless and until the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the Company, the Merger Agreement, the Support Agreements and the transactions contemplated by the Merger Agreement, including the Merger.
Appears in 8 contracts
Samples: Support Agreement (Vepf Vii SPV I, L.P.), Support Agreement (KnowBe4, Inc.), Support Agreement (Vepf Vii SPV I, L.P.)
No Agreement Until Executed. This Agreement shall not be effective unless and until the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the Company, the Merger Agreement, the Support Agreements this Agreement and the transactions contemplated by the Merger Agreement, including the Merger.
Appears in 4 contracts
Samples: Voting Agreement (Vista Equity Partners Fund Viii, L.P.), Voting Agreement (Disco (Guernsey) Holdings L.P. Inc.), Voting Agreement (Vista Equity Partners Fund Viii, L.P.)
No Agreement Until Executed. This Agreement shall not be effective unless and until the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the CompanyCharter, the Merger Agreement, the Support this Agreement and any other Voting Agreements and the transactions contemplated by the Merger Agreement, including the Merger.
Appears in 4 contracts
Samples: Merger Agreement (CVS HEALTH Corp), Merger Agreement (Oak Street Health, Inc.), Voting and Support Agreement (Oak Street Health, Inc.)
No Agreement Until Executed. This Agreement shall not be effective unless and until the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the CompanyCharter or Bylaws, the Merger Agreement, the Support Agreements Agreement and the transactions contemplated by the Merger Agreement and the Support Agreement, including the Merger.
Appears in 3 contracts
Samples: Rollover Agreement (Fuller Max L), Rollover Agreement (Knight-Swift Transportation Holdings Inc.), Rollover Agreement (Us Xpress Enterprises Inc)
No Agreement Until Executed. This Agreement shall not be effective unless and until the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the Company, the Merger Agreement, the Support Agreements this Agreement and the transactions contemplated by the Merger AgreementTransactions, including the Merger.
Appears in 2 contracts
Samples: Support and Rollover Agreement (Powerschool Holdings, Inc.), Support and Rollover Agreement (Powerschool Holdings, Inc.)
No Agreement Until Executed. This Agreement shall not be effective unless and until the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the Company, the Merger Agreement, the Support Agreements this Agreement and the transactions contemplated by the Merger Agreement, including the MergerMergers.
Appears in 2 contracts
Samples: Merger Agreement (Focus Financial Partners Inc.), Support Agreement (Focus Financial Partners Inc.)
No Agreement Until Executed. This Agreement shall not be effective unless and until the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the Company, the Merger Agreement, the Support Agreements this Agreement and the transactions contemplated by the Merger Agreement, including the Merger.
Appears in 1 contract
No Agreement Until Executed. This Agreement shall not be effective unless and until (i) the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the CompanyCharter, the Merger Agreement, the Support Agreements and the transactions contemplated by the Merger Agreement and this Agreement, including (ii) the MergerMerger Agreement is executed by all parties thereto following approval thereof by the Company Board and (iii) this Agreement is executed by all parties thereto following approval thereof by the Company Board.
Appears in 1 contract
Samples: Tender and Support Agreement (Castlight Health, Inc.)
No Agreement Until Executed. This It is the explicit understanding and intention of the parties hereto that this Agreement shall cannot be effective unless and until at any time prior to the approval of the Company Board has approvedBoard, for purposes of any applicable anti-takeover laws Laws and regulations, and any applicable provision of the Amended and Restated Certificate of Incorporation of the Company, the Merger Agreement, the Support Voting Agreements and the transactions contemplated by the Merger Agreement, including the Merger.
Appears in 1 contract
Samples: Voting Agreement (Sumo Logic, Inc.)
No Agreement Until Executed. This Agreement shall not be effective unless and until (i) the Board of Directors of the Company Board has approved, for purposes of any applicable anti-takeover laws and regulationsTakeover Laws, and any applicable provision of the Amended and Restated Certificate certification of Incorporation incorporation or bylaws of the Company (including, for the avoidance of doubt, Article TENTH of the certificate of incorporation of the Company), the Merger Agreement, the Support Agreements this Agreement and the transactions contemplated by the Merger AgreementTransactions, including the Merger, and following such approval, (ii) the Merger Agreement is executed by all parties thereto and (iii) this Agreement is executed and delivered by all parties hereto.
Appears in 1 contract
