Common use of Stockholder and Management Arrangements Clause in Contracts

Stockholder and Management Arrangements. Except for the Support Agreements and as set forth on Section 4.12 of the Parent Disclosure Letter, as of the date of this Agreement, none of the Equity Investors, the Buyer Parties 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 binding arrangements with any stockholder (other than any existing limited partner of the Equity Investors or any of their respective Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement or the Merger; (ii) the Company; or (iii) 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 has agreed to approve this Agreement or vote against any Superior Proposal; or (ii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Equity Investors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties or the Company to finance any portion of the Merger. None of the Equity Investors, the Buyer Parties 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 arrangements with any stockholder, director, officer, employee or other Affiliate of the Company Group pursuant to which any 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 Common Stock. 4.13

Stockholder and Management Arrangements. Except for the Support Agreements and as set forth on Section 4.12 None of the Parent Disclosure LetterGuarantors, as of the date of this AgreementParent, none of the Equity Investors, the Buyer Parties Merger Sub 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 binding 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 Equity Investors Guarantors or any of their respective Affiliatesits Affiliates or the Persons executing the Voting Agreements with respect to the transactions contemplated thereby), 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 (iii) 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 has agreed to approve this Agreement or vote against any Superior Proposal; or (ii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Equity Investors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties or the Company to finance any portion of the Merger. None of the Equity Investors, the Buyer Parties 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 arrangements with any stockholder, director, officer, employee or other Affiliate of the Company Group pursuant to which 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 Common Stock. 4.13Stock (including through any “roll-over” of existing equity in connection with the Transactions); (ii) any holder of Company Common Stock (other than the Persons executing the Voting Agreements) has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) any 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. Except for the Support Agreements and as expressly set forth on Section 4.12 in this Agreement (including the support agreements entered into by and between Parent and certain shareholders of the Parent Disclosure Letter, as Company in respect of the date of this AgreementMerger), none of the Equity InvestorsParent, the Buyer Parties NICE, Merger Subsidiary 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 binding arrangements with any stockholder (other than any existing limited partner of the Equity Investors or any of their respective Affiliates)stockholder, director, officer, employee or other Affiliate of the Company Group or any of its Subsidiaries (other than the Company) (a) relating to (i) this Agreement or the Merger; (ii) the Company; or (iii) 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 Stock 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 Stock (including through any “roll-over” of existing equity in connection with the transactions contemplated hereby); (ii) any holder of Company Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iiiii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Equity Investors any Person has agreed to provide, directly or indirectly, equity investment to the Buyer Parties Parent, NICE, Merger Subsidiary or the Company to finance any portion of the Merger. None of the Equity Investors, the Buyer Parties 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 arrangements with any stockholder, director, officer, employee or other Affiliate of the Company Group pursuant to which any 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 Common Stock. 4.13.

Stockholder and Management Arrangements. Except for the Support Agreements and as set forth on Section 4.12 of the Parent Disclosure Letter, as As of the date of this Agreement, none of the Equity InvestorsGuarantor, the Buyer Parties Parent or Merger Sub 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 binding formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner of the Equity Investors or any of their respective AffiliatesPersons executing the Voting Agreement with respect to the transactions contemplated thereby), 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 (iii) 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 has agreed to approve this Agreement or vote against any Superior Proposal; or (ii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Equity Investors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties or the Company to finance any portion of the Merger. None of the Equity Investors, the Buyer Parties 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 arrangements with any stockholder, director, officer, employee or other Affiliate of the Company Group pursuant to which 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 Common Stock. 4.13Stock (including through any “roll-over” of existing equity in connection with the Transactions); (ii) any holder of 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) any Person 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. Except for the Support Agreements and as set forth on Section 4.12 of the Parent Disclosure Letter, as As of the date of this Agreementhereof, none of the Equity InvestorsGuarantors, the Buyer Parties Parent, Merger Sub 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 agreements, arrangements or other understandings (whether or not binding arrangements and whether or not oral or written) with any stockholder (other than any existing limited partner or other equity financing source of the Equity Investors Guarantors or any of their respective 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; (ii) the Company; or (iii) 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 has agreed to approve this Agreement or vote against any Superior Proposal; or (ii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Equity Investors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties or the Company to finance any portion of the Merger. None of the Equity Investors, the Buyer Parties 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 arrangements with any stockholder, director, officer, employee or other Affiliate of the Company Group pursuant to which 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 Common Stock. 4.13Stock (including through any “roll-over” of existing equity in connection with the Transactions); (ii) any holder of Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) any stockholder, director, officer, employee or other Affiliate of the Company other than the Guarantors (or any existing limited partner or other equity financing source of the Guarantors or any of its Affiliates) has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger (any such Contract, agreement, arrangement or understanding, a “Specified Arrangement”).

Stockholder and Management Arrangements. Except for the Support Agreements and as set forth on Section 4.12 of the Parent Disclosure Letter, as As of the date hereof, neither Parent or Merger Sub nor, to the knowledge of this AgreementParent, none of the Equity Investors, the Buyer Parties 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 binding formal or informal arrangements or other understandings (whether or not binding) with any stockholder (other than any existing limited partner of the Equity Investors or any of their respective 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; Company or (iii) 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 Company Capital Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (ii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Equity Investors has agreed to provide, directly or indirectly, equity investment to the Buyer Parties or the Company to finance any portion of the Merger. None of the Equity Investors, the Buyer Parties 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 arrangements with any stockholder, director, officer, employee or other Affiliate of the Company Group pursuant to which any holder 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 Common Stock. 4.13; (ii) other than the Voting Agreement, such holder of shares of Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) any Person (including any stockholder, director, officer, employee or other Affiliate of the Company) other than the Equity Investors have 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. Except for the Support Agreements and as set forth on Section 4.12 of the Parent Disclosure Letter, as (a) As of the date of this Agreementhereof, none of except for the Equity InvestorsTender Agreements, the Buyer Parties or no Parent 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 binding 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 Equity Investors Guarantor or any of their respective its Affiliates), director, officer, employee or other Affiliate of the Company Group (a) relating to (i) this Agreement Agreement, the Offer or the MergerMergers; or (ii) the Company; or (iii) the Surviving Corporation Entities or any of its their Subsidiaries, businesses or operations (including as to continuing employment) from and after the Closing; or (b) pursuant to which any (i) such holder of Holdings Units or Company Capital Stock would be entitled to receive consideration of a different amount or nature than the Per Unit Price, Per Share Price, Class B Per Share Price, or Class C Per Share Price in respect of such holder’s Holdings Units or shares of Company Capital Stock, respectively; (ii) such holder of Holdings Units or Company Capital Stock has agreed to approve this Agreement tender their shares of Company Capital Stock into the Offer or vote against any Superior Proposal; or (iiiii) such stockholder, director, officer, employee or other Affiliate of the Company Group other than the Equity Investors Guarantor has agreed to provide, directly or indirectly, equity investment to the Buyer Parties or the Company Parties to finance any portion of the Merger. None of Offer or the Equity Investors, the Buyer Parties 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 arrangements with any stockholder, director, officer, employee or other Affiliate of the Company Group pursuant to which any 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 Common Stock. 4.13Mergers.