Common use of Stockholder and Management Arrangements Clause in Contracts

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreements, none of Parent or any of its Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Closing; or (b) pursuant to which any (i) such holder of Company Capital Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Stock; (ii) such holder of Company Capital Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor has agreed to provide, directly or indirectly, equity investment to the Buyer Parties or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, Agreement Date and except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement or the Transactions (including the Merger); or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Stock stockholder would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holderstockholder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor has agreed to provide, directly or indirectly, an equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreementsof this Agreement, none of Guarantor, Parent or Merger Sub or any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates)stockholder, director, officer, employee or other Affiliate of the Company Group or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger; (ii) the Company; or (iiiii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such any holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; or (ii) such any holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or , other than with respect to clause (iii) such stockholdera), director, officer, employee the participation in the Equity Financing by any existing limited partner or other Affiliate equity financing source of the Company Group other than the Guarantor has agreed to provide, directly Guarantors or indirectly, equity investment to the Buyer Parties or the Company to finance any portion of the Mergertheir Affiliates.

Stockholder and Management Arrangements. As of the date hereofof this Agreement, except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s 's shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereofAgreement Date, except for the Voting Agreementsand Support Agreement, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the any Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the any Guarantor has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for other than the Voting Support Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder Company Stockholder (other than any existing limited partner or other equity financing source of the any Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement Agreement, the Merger or the MergerTransactions; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price Merger Consideration in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposalsuperior offer; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group (other than the Guarantor Guarantors) has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for other than the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates)stockholder, director, officer, employee or other Affiliate of the Company Group or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger; (ii) the Company or (iiiii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) any such holder of shares of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price Merger Consideration in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of shares of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such any Person (including any stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Company) has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Rollover Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder Company Stockholder (other than any existing limited partner or other equity financing source of the Guarantor Guarantors or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement Agreement, the Merger or the MergerTransactions; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price Merger Consideration in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposalsuperior offer; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Guarantors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for other than the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates)stockholder, director, officer, employee or other Affiliate of the Company Group or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger; (ii) the Company or (iiiii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) any such holder of shares of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price Merger Consideration in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of shares of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such any Person (including any stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Company) has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereofAgreement Date, except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement Agreement, the Offer or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Offer or the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting AgreementsAgreement, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings understanding (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates)stockholder, director, officer, employee or other Affiliate of the Company Group or any of its Subsidiaries (in their capacities as such) (a) relating to (i) this Agreement or the Merger; (ii) the Company or (iiiii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such any holder of shares of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such any holder of shares of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group any Person other than the Guarantor has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As Except as set forth in Section 4.8 of the Company Disclosure Letter and the Voting Agreement, as of the date hereof, except for the Voting Agreements, none of Parent or any of its Affiliates affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates)stockholder, director, officer, employee or other Affiliate affiliate of the Company Group or any Company Subsidiary, in each case in their capacity as such, (a) relating to (i) this Agreement Agreement, the Merger or the Mergerother Transactions; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Closing; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price Merger Consideration in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate affiliate of the Company Group other than or any of the Guarantor Company Subsidiaries has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Guarantor, Parent or Merger Sub, the Company or any of their respective affiliates to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereofof this Agreement, except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereofof this Agreement, except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the either Guarantor or any of its respective Affiliates), director, officer, employee or other Affiliate of the Company Group or any of its Subsidiaries other than the Voting Agreement (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Guarantors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder Company Stockholder (other than any existing limited partner or other equity financing source of the Guarantor Guarantors or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement Agreement, the Merger or the MergerTransactions; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price Merger Consideration in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposalsuperior offer; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Guarantors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreementsof this Agreement, none of Guarantor, Parent or Merger Sub or any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates), director, officer, or employee or other Affiliate of the Company Group or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; Proposal or (iii) such stockholder, director, officer, or employee or other Affiliate of the Company Group other than the Guarantor has agreed to provide, directly or indirectly, any equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreements, none of Parent Parent, Merger Sub, or any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor Guarantors or any of its their Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Guarantors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its respective Affiliates is a party to any Contract, or nor has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder Company Stockholder (other than any existing limited partner or other equity financing source of the any Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement Agreement, the Merger or the MergerTransactions; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price Merger Consideration in respect of such holder’s shares of Company Capital Stock; (ii) such holder of Company Capital Stock has agreed to approve this Agreement or vote against any Superior Proposalsuperior offer; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Guarantors has agreed to provide, directly or indirectly, equity investment investments to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor Guarantors or any of its their Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Guarantors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereofAgreement Date, except for the Voting and Support Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the each Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation Company or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Stock Ordinary Shares would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital StockOrdinary Shares; (ii) such holder of Company Capital Stock Ordinary Shares has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantor Guarantors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreements, none of neither Parent or Merger Sub nor any of its their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner or other equity financing source of the Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement or the Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the ClosingEffective Time; or (b) pursuant to which any (i) such holder of Company Capital Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Price in respect of such holder’s shares of Company Capital Common Stock; (ii) such holder of Company Capital Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other Table of Contents than the Guarantor has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, Merger Sub or the Company to finance any portion of the Merger.