No Arrangements. Seller, Counterparty and Target each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between or among Seller, Counterparty and Target with respect to any Shares or the Counterparty or Target, other than those set forth herein; (ii) Seller may hedge its risk under the Transaction in any way Seller determines (that does not otherwise violate the terms of this Confirmation), provided that Seller has no obligation to hedge with the purchase, sale or maintenance of any Shares or otherwise; (iii) Counterparty and Target will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty and Target will not seek to influence Seller with respect to the voting or disposition of any Shares.
No Arrangements. Seller and Counterparty each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Seller and Counterparty with respect to any Shares or the Issuer, other than those set forth herein; (ii) although Seller may hedge its risk under the Transaction in any way Seller determines, Seller has no obligation to hedge with the purchase or maintenance of any Shares or otherwise; (iii) Counterparty will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty will not seek to influence Seller with respect to the voting of any Hedge Positions of Seller consisting of Shares.
No Arrangements. The Company is not and will not on Completion be a party to any joint venture, partnership, syndicate or other consortium arrangement.
No Arrangements. (i) Neither the Stockholder, nor any of its Affiliates, is a party to any Contract or other arrangement or understanding (whether or not binding), with the Company or any stockholder, director, officer or other Affiliate (or their respective officers and directors) of the Company or any of its Subsidiaries relating to or otherwise in contemplation of the Merger Agreement, the Merger or any other transactions contemplated by the Merger Agreement or this Agreement, except as expressly set forth in or contemplated by the Merger Agreement or this Agreement, and (ii) the Stockholder is not an Affiliate of the Company or any of its Affiliates.
No Arrangements. Seller and Counterparty each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Seller and Counterparty with respect to any Shares, other than those set forth herein; (ii) Counterparty will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iii) Counterparty will not seek to influence Seller with respect to the voting of any Hedge Positions of Seller consisting of Shares.
No Arrangements. Seller, Counterparty and Pubco each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between or among Seller, Counterparty and Pubco with respect to any Shares or the Counterparty or Pubco, other than those set forth herein; (ii) Seller may hedge its risk under the Transaction in any way Seller determines (that does not otherwise violate the terms of this Confirmation), provided that Seller has no obligation to hedge with the purchase, sale or maintenance of any Shares or otherwise; (iii) Counterparty and Pubco will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty and Pubco will not seek to influence Seller with respect to the voting or disposition of any Shares.
No Arrangements. Except as set forth on Section 4.12 of the Disclosure Schedule, as of the date hereof, there are no Contracts between Parent or Merger Sub or any of their Affiliates and any member of the Company’s management that relate to the Company or its Subsidiaries, the Merger or the transactions contemplated hereby.
No Arrangements. Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in the United States or to a U.S. Person, or any hedging transaction with any third person in the United States or to a United States resident, with respect to any of the Stock.
No Arrangements. Except as otherwise provided herein, there are no agreements or other voting arrangements, oral or written, among such Purchaser and any other Purchaser or shareholder of the Company.
No Arrangements. LOL represents and agrees that, neither LOL nor any of its Affiliates have entered into or, for a period of twelve (12) months beginning on the date hereof, will enter into any agreement, arrangement or understanding with any third party (other than LOL Representatives or Ceres) relating to the Possible Transaction or any other transaction of the nature described in Section 16(a), (b) or (c) with respect to Ceres.
