Common use of Stockholder and Management Arrangements Clause in Contracts

Stockholder and Management Arrangements. As of the Agreement Date, other than the Transaction Documents (including the Voting Agreement), neither Parent or Merger Sub nor any of 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, director, officer, employee or other Affiliate of the Company 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 Effective Time or (b) pursuant to which any (i) such holder of Shares would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration in respect of such holder’s Shares, (ii) such holder of 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 has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As None of the Agreement DateGuarantor, other than the Transaction Documents (including the Voting Agreement), neither Parent or Merger Sub nor or any of 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, director, officer, employee or other Affiliate of the Company or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger 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 Effective Time Time; or (b) pursuant to which any (i) such any holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such any holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or any Person other Affiliate of than the Company Guarantor has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the Agreement Date, other than the Transaction Documents (including the Voting Agreement), neither Parent or Merger Sub nor any of 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 stockholderstockholder (other than any existing limited partner of the Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company or any of its Subsidiaries Group (a) relating to (i) this Agreement or the Merger Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time Time; or (b) pursuant to which any (i) such holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company other than the Guarantor has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the Agreement Datedate hereof, other than except for the Transaction Documents (including the Voting Agreement)Support Agreements, neither none of Parent or Merger Sub nor any of their respective 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 stockholderstockholder (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 or any of its Subsidiaries Group (a) relating to (i) this Agreement or the Merger Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) Subsidiaries from and after the Effective Time Closing; or (b) pursuant to which any (i) such holder of Shares Company Capital Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such holder of Shares Company Capital Stock has agreed to approve this Agreement or vote against any Superior Proposal 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 Parent, Merger Sub the Buyer Parties or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the Agreement Date, other than the Transaction Documents (including the Voting Agreement)date hereof, neither Parent or Merger Sub nor any of 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 stockholderstockholder (other than any existing limited partner of the Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time Time; or (b) pursuant to which any (i) such holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company other than the Guarantor has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the Agreement Datedate of this Agreement, other than the Transaction Documents (including this Agreement, the Voting and Support Agreements and the Confidentiality Agreement), neither Parent or Merger Sub no Buyer Party nor any of 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, director, officer, employee or other Affiliate of the Company or any of its Subsidiaries Group (a) relating to (i) this Agreement or the Merger Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time Closing; or (b) pursuant to which any (i) such holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, Company Common Stock; (ii) such holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company Buyer Parties to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the Agreement Datedate hereof, other than except for the Transaction Documents (including the Voting Agreement)Support Agreements, neither none of Parent or Merger Sub nor any of their respective 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 stockholderstockholder (other than any existing limited partner or other equity financing source of the Guarantors or any of their respective Affiliates), director, officer, employee or other Affiliate of the Company or any of its Subsidiaries Group (a) relating to (i) this Agreement or the Merger Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) Subsidiaries from and after the Effective Time Closing; or (b) pursuant to which any (i) such holder of Shares Company Capital Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such holder of Shares Company Capital Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Guarantors has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub the Buyer Parties or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the Agreement Date, other than the Transaction Documents (including Except for the Voting and Support Agreement), neither no Parent or Merger Sub Entity nor any of 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, director, officer, employee or other Affiliate of the Company or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger 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 Effective Time Time; or (b) pursuant to which any (i) such any holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such any holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company any Person has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company any Parent Entity to finance any portion of the MergerMerger (other than pursuant to the Equity Commitment Letter).

Stockholder and Management Arrangements. As of the Agreement Date, other than the Transaction Documents (including the Voting Agreement)date hereof, neither Parent or Merger Sub nor any of 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 stockholderstockholder (other than any existing limited partner of the Guarantors or any of their Affiliates), director, officer, employee or other Affiliate of the Company or any of its Subsidiaries Group (a) relating to (i) this Agreement or the Merger Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time Time; or (b) pursuant to which any (i) such holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company other than the Guarantors has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the Agreement Datedate of this Agreement, other than none of the Transaction Documents (including the Voting Agreement)Guarantors, neither Parent or Merger Sub nor or any of 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, director, officer, employee or other Affiliate of the Company or any of its the Company Subsidiaries (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 Effective Time Time; or (b) pursuant to which any (i) such any holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration in respect of such holder’s Shares, shares of Company Common Stock or (ii) such any holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal or Proposal, other than with respect to clause (iii) such stockholderi), director, officer, employee the participation in the Equity Financing by any existing limited partner or other Affiliate equity financing source of the Company has agreed to provide, directly Parent or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Mergerits Affiliates.

Stockholder and Management Arrangements. As of the Agreement Date, other than the Transaction Documents (including the Voting Agreement), neither Parent or Merger Sub nor any of 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, director, officer, employee or other Affiliate of the Company or any of its Subsidiaries Group (a) relating to (i) this Agreement or the Merger Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time Time; or (b) pursuant to which any (i) such holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company has agreed to provide, directly or indirectly, any equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Stockholder and Management Arrangements. As of the Agreement Datedate of this Agreement, other than except as set forth on Section 4.11 of the Transaction Documents (including the Voting Agreement)Parent Disclosure Letter, neither none of Parent or Merger Sub nor or any of their respective controlled 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 stockholderstockholder (other than the Persons executing the Voting Agreement with respect to the transactions contemplated thereby), director, officer, officer or employee or other Affiliate of the Company or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger 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 Effective Time Time; or (b) pursuant to which any (i) such any holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock (including through any “roll-over” of Company Common Stock in connection with the Transactions); or (ii) such any holder of Shares Company Common Stock (other than the Persons executing the Voting Agreement) 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 has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the MergerProposal.

Stockholder and Management Arrangements. As of the Agreement Date, other than the Transaction Documents (including the Voting Agreement), neither Parent or Merger Sub nor any of 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 stockholderstockholder (other than any existing limited partner of any Guarantor or any of its Affiliates), director, officer, employee or other Affiliate of the Company or any of its Subsidiaries Group (a) relating to (i) this Agreement or the Merger Merger; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time Time; or (b) pursuant to which any (i) such holder of Shares Company Common Stock would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration Price in respect of such holder’s Shares, shares of Company Common Stock; (ii) such holder of Shares Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company other than any Guarantor has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.