Common use of No Employment Discussions Clause in Contracts

No Employment Discussions. Except as approved or permitted by the Company Board (or a committee thereof), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent and Merger Sub will not, and will not permit any of their Representatives to authorize, make or enter into, or commit or agree to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any executive officer of the Company (i) regarding any continuing employment or consulting relationship with the Surviving Corporation, Parent or its Affiliates from and after the Effective Time; (ii) pursuant to which any such individual would be entitled to receive consideration of a different amount or nature than the Merger Consideration in respect of such holder’s shares of Company Common Stock; or (iii) pursuant to which such individual would agree to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zymergen Inc.), Merger Agreement (Ginkgo Bioworks Holdings, Inc.)

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No Employment Discussions. Except as approved or permitted by the Company Board (or a committee thereof)Board, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent and Merger Sub will not, and will not permit cause Guarantor and any of their Representatives to authorizeGuarantor’s controlled Affiliates not to, make or enter into, or commit or agree to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any executive officer of the Company (i) regarding any continuing employment or consulting relationship with the Surviving Corporation, Parent Corporation or its Affiliates from and after the Effective Time; (ii) pursuant to which any such individual would be entitled to receive consideration of a different amount or nature than the Merger Consideration consideration to which such individual is entitled pursuant to Section 2.7 in respect of such holder’s shares of Company Common Capital Stock; or (iii) pursuant to which such individual would agree to provide, directly or indirectly, equity investment to Parent, Merger Sub the Buyer Parties or the Company to finance any portion of or their respective Affiliates in connection with the Merger.

Appears in 2 contracts

Samples: Merger Agreement (Vista Equity Partners Fund Viii, L.P.), Merger Agreement (Duck Creek Technologies, Inc.)

No Employment Discussions. Except as approved or permitted by the Company Board (or a committee thereof)of Directors Company, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent and Merger Sub will not, and will not permit any of their Representatives Subsidiaries or controlled Affiliates to authorize, make or enter into, or commit or agree to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any executive officer of the Company (i) regarding any continuing employment or consulting relationship with the Surviving Corporation, Parent or its Affiliates Corporation from and after the Effective Time; or (ii) pursuant to which any such individual would be entitled to receive consideration of a different amount or nature than the Merger Consideration Per Share Price in Table of Contents respect of such holder’s shares of Company Common Stock; or (iii) pursuant to which such individual would agree to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Appears in 1 contract

Samples: Merger Agreement (MINDBODY, Inc.)

No Employment Discussions. Except as approved or permitted by the Company Board (or a committee thereof)of Directors Company, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent and Merger Sub will not, and will not permit any of their Representatives Subsidiaries or controlled Affiliates to authorize, make or enter into, or commit or agree to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any executive officer of the Company (i) regarding any continuing employment or consulting relationship with the Surviving Corporation, Parent or its Affiliates Corporation from and after the Effective Time; or (ii) pursuant to which any such individual would be entitled to receive consideration of a different amount or nature than the Merger Consideration Per Share Price in respect of such holder’s shares of Company Common Stock; or (iii) pursuant to which such individual would agree to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Apptio Inc)

No Employment Discussions. Except as approved or permitted by the Company Board (or a committee thereof)Board, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent and Merger Sub will not, and will not permit any of their Representatives Subsidiaries or controlled Affiliates to authorize, make or enter into, or commit or agree to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any executive officer of the Company (i) regarding any continuing employment or consulting relationship with the Surviving Corporation, Parent or its Affiliates Corporation from and after the Effective Time; or (ii) pursuant to which any such individual would be entitled to receive consideration of a different amount or nature than the Merger Consideration Per Share Price in respect of such holder’s shares of Company Common Stock; or (iii) pursuant to which such individual would agree to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Ellie Mae Inc)

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No Employment Discussions. Except as approved or permitted by the Company Board (or a committee thereof)Board, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent and Merger Sub will not, and will not permit any of their Representatives to Subsidiaries or controlled Affiliates to, authorize, make or enter into, or commit or agree to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any executive officer of the Company (i) regarding any continuing employment or consulting relationship with the Surviving Corporation, Parent or its Affiliates Corporation from and after the Effective Time; or (ii) pursuant to which any such individual would be entitled to receive consideration of a different amount or nature than the Merger Consideration Per Share Price in respect of such holder’s shares of Company Common Stock; or (iii) pursuant to which such individual would agree to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Mobileiron, Inc.)

No Employment Discussions. Except as approved or permitted by the Company Board (or a committee thereof)Board, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeRequisite Shareholder Approval has been obtained, Parent and Merger Sub will not, and will not permit cause Guarantor and any of their Representatives to authorizeGuarantor’s controlled Affiliates not to, make or enter into, or commit or agree to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any executive officer of the Company (i) regarding any continuing employment or consulting relationship with the Surviving Corporation, Parent Corporation or its Affiliates from and after the Effective Time; (ii) pursuant to which any such individual would be entitled to receive consideration of a different amount or nature than the Merger Consideration consideration to which such individual is entitled pursuant to Section 2.7 in respect of such holder’s shares of Company Common Capital Stock; or (iii) pursuant to which such individual would agree to provide, directly or indirectly, equity investment to Parent, Merger Sub the Buyer Parties or the Company to finance any portion of or their respective Affiliates in connection with the Merger.

Appears in 1 contract

Samples: Merger Agreement (Chico's Fas, Inc.)

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