Common use of Absence of Certain Agreements Clause in Contracts

Absence of Certain Agreements. There are no contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into contracts, agreements, arrangements or understandings (whether oral or written) (i) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof that relate in any way to the Company or any of the Company Subsidiaries or the transactions contemplated hereby or (ii) pursuant to which any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote to approve this Agreement or the Merger or agrees to vote against any Superior Proposal.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Omnicare Inc)

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Absence of Certain Agreements. There are no contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into contracts, agreements, arrangements or understandings (whether oral or written) (i) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof that relate in any way to the Company or any of the Company Subsidiaries or the transactions contemplated hereby or (ii) pursuant to which any stockholder shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder shareholder of the Company agrees to vote to approve this Agreement or the Merger or agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fisher Communications Inc)

Absence of Certain Agreements. There are no contracts or other agreements, arrangements or understandings Contracts (whether oral or written) or commitments to enter into contracts, agreements, arrangements or understandings Contracts (whether oral or written) (ia) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company BoardCompany’s Board of Directors, on the other hand, as of the date hereof that relate in any way to the Company or Company, any of the Company Company’s Subsidiaries or the transactions contemplated hereby hereby, including the Merger, or (iib) as of the date hereof pursuant to which any stockholder shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Transaction Consideration or pursuant to which any stockholder shareholder of the Company agrees to vote to approve this Agreement or the Merger or agrees to vote against any Company Superior Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tivity Health, Inc.)

Absence of Certain Agreements. There Other than the Voting Agreements, there are no contracts or other agreements, arrangements or understandings Contracts (whether oral or written) or commitments to enter into contracts, agreements, arrangements or understandings Contracts (whether oral or written) (ia) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company BoardCompany’s Board of Directors, on the other hand, as of the date hereof that relate in any way to the Company or Company, any of the Company Company’s Subsidiaries or the transactions contemplated hereby hereby, including the Merger, or (iib) pursuant to which any stockholder shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder shareholder of the Company agrees to vote to approve this Agreement or the Merger or agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (J. Alexander's Holdings, Inc.)

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Absence of Certain Agreements. There are no contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into contracts, agreements, arrangements or understandings (whether oral or written) (ia) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof that relate in any way to the Company or Company, any of the Company Subsidiaries or the transactions contemplated hereby or (iib) pursuant to which any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote to approve this Agreement or the Merger or agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.)

Absence of Certain Agreements. There Except for the Support Agreement, there are no contracts or other agreements, arrangements or understandings Contracts (whether oral or written) or commitments to enter into contracts, agreements, arrangements or understandings Contracts (whether oral or written) (ia) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company BoardBoard of Directors, on the other hand, as of the date hereof that relate in any way to the Company or Company, any of the Company Company’s Subsidiaries or the transactions contemplated hereby Transactions, or (iib) as of the date hereof pursuant to which any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Transaction Consideration or pursuant to which any stockholder of the Company agrees to vote to approve this Agreement or the Merger or agrees to vote against any Company Superior Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trean Insurance Group, Inc.)

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