Common use of Stockholder and Management Arrangements Clause in Contracts

Stockholder and Management Arrangements. As of the date hereof, none of Guarantor, 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 formal or informal arrangements or other express understandings (whether or not binding) (a) with any Company Stockholder or any director, officer or employee of the Company or any of its Subsidiaries relating to (i) this Agreement or the Merger (except for any Contracts, arrangements or understandings with equity financing sources in connection with financing any portion of the Merger) or (ii) the Surviving Corporation or any of its Subsidiaries, or their businesses or operations (including as to continuing employment) from and after the Effective Time; or (b) pursuant to which any (i) Company Stockholder or any director, officer or employee of the Company or any of its Subsidiaries 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 (including through any “roll-over” of existing equity in connection with the Transactions); (ii) Company Stockholder or any director, officer or employee of the Company or any of its Subsidiaries has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) director, officer or employee of the Company or any of its Subsidiaries 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 date hereof, none of Guarantorthe Guarantors, Parent or 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 express understandings (whether or not binding) (abinding and whether or not oral or written) with any Company Stockholder stockholder (other than any existing limited partner or other equity financing source of the Guarantors or any of its Affiliates), director, officer officer, employee or employee other Affiliate of the Company or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger Merger; (except for any Contracts, arrangements or understandings with equity financing sources in connection with financing any portion of ii) the Merger) Company; or (iiiii) the Surviving Corporation or any of its Subsidiaries, or their businesses or operations (including as to continuing employment) from and after the Effective Time; or (b) pursuant to which any (i) any holder of Company Stockholder or any director, officer or employee of the Company or any of its Subsidiaries 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 (including through any “roll-over” of existing equity in connection with the Transactions); (ii) any holder of Company Stockholder or any director, officer or employee of the Company or any of its Subsidiaries Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) any stockholder, director, officer officer, employee or employee 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 Subsidiaries Affiliates) has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the MergerMerger (any such Contract, agreement, arrangement or understanding, a “Specified Arrangement”).

Stockholder and Management Arrangements. As None of the date hereofGuarantors, none of GuarantorParent, 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 formal or informal arrangements or other express understandings (whether or not binding) (a) with any Company Stockholder stockholder (other than any existing limited partner or other equity financing source of the Guarantors or any of its Affiliates or the Persons executing the Voting Agreements with respect to the transactions contemplated thereby), director, officer officer, employee or employee other Affiliate of the Company or any of its Subsidiaries (a) relating to (i) this Agreement or the Merger Merger; (except for any Contracts, arrangements or understandings with equity financing sources in connection with financing any portion of ii) the Merger) Company; or (iiiii) the Surviving Corporation or any of its Subsidiaries, or their businesses or operations (including as to continuing employment) from and after the Effective Time; or (b) pursuant to which any (i) any holder of Company Stockholder or any director, officer or employee of the Company or any of its Subsidiaries 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 (including through any “roll-over” of existing equity in connection with the Transactions); (ii) any holder of Company Stockholder or any director, officer or employee of Common Stock (other than the Company or any of its Subsidiaries Persons executing the Voting Agreements) has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) any stockholder, director, officer officer, employee or employee other Affiliate of the Company or any of its Subsidiaries 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 Except for the Support Agreements and as set forth on Section 4.12 of the Parent Disclosure Letter, as of the date hereofof this Agreement, none of Guarantorthe Equity Investors, Parent or Merger Sub 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 formal binding arrangements with any stockholder (other than any existing limited partner of the Equity Investors or informal arrangements any of their respective Affiliates), director, officer, employee or other express understandings (whether or not binding) Affiliate of the Company Group (a) with any Company Stockholder or any director, officer or employee of the Company or any of its Subsidiaries relating to (i) this Agreement or the Merger Merger; (except for any Contracts, arrangements or understandings with equity financing sources in connection with financing any portion of ii) the Merger) Company; or (iiiii) the Surviving Corporation or any of its Subsidiaries, or their businesses or operations (including as to continuing employment) from and after the Effective TimeClosing; or (b) pursuant to which any (i) such holder of Company Stockholder Capital Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (ii) such stockholder, director, officer officer, employee or employee 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 its Subsidiaries 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 (including through any “roll-over” of existing equity in connection with the Transactions); (ii) Company Stockholder or any director, officer or employee of the Company or any of its Subsidiaries has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) director, officer or employee of the Company or any of its Subsidiaries has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the MergerStock.