Common use of Certain Arrangements Clause in Contracts

Certain Arrangements. As of the execution of this Agreement, there are no Contracts or other arrangements or understandings (whether oral or written) or commitments to enter into Contracts or other arrangements or understandings (whether oral or written) (a) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or Board of Directors, on the other hand, that relate in any way to the Company or any of its Subsidiaries, the Company Common Stock or the transactions contemplated by this Agreement or (b) 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 adopt this Agreement or approve the Merger or agrees to vote against any Superior Proposal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PPD, Inc.), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)

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Certain Arrangements. As Except as set forth in Section 4.2(j) of the execution of this AgreementParent Disclosure Letter, there are no Contracts Contracts, undertakings, commitments, or other arrangements understandings, whether written or understandings (oral and whether oral or written) or commitments to enter into Contracts or other arrangements or understandings (whether oral or written) (a) not legally binding, between Parent, Merger Sub Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management or Board the Company’s board of Directorsdirectors or any stockholder of the Company, on the other hand, that relate (i) relating in any way to the Company Merger or any of its Subsidiaries, the Company Common Stock or the transactions other transaction contemplated by this Agreement or to the management of the Surviving Corporation after the Effective Time or (bii) pursuant to which any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote to adopt in favor of this Agreement or approve and the Merger and other transactions or agrees to vote against or otherwise oppose any Superior Company Acquisition Proposal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Elevate Credit, Inc.), Agreement and Plan of Merger (Elevate Credit, Inc.)

Certain Arrangements. As of the execution of this Agreementdate hereof, there are no Contracts or other arrangements or understandings (whether oral or written) or commitments to enter into Contracts or other arrangements or understandings (whether oral or written) (a) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or Board of Directors, on the other hand, that relate in any way to the Company or any of its Subsidiaries, the Company Common Stock or the transactions contemplated by this Agreement or (b) 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 adopt this Agreement or approve the Merger or agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)

Certain Arrangements. As of the execution of this Agreement, there There are no Contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into Contracts or other agreements, arrangements or understandings (whether oral or written) (ai) between Parent, Merger Sub Purchaser or any of their Affiliates, on the one hand, and any member of the Company’s management or Board of Directorsdirectors, on the other hand, that that, as of the date hereof, relate in any way to the Company or any of its Subsidiaries, the Company Common Stock Subsidiaries or the transactions contemplated by this Agreement Transactions or (bii) pursuant to which any stockholder holder of the shares of Company Common Stock 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 adopt this Agreement or approve the Merger Transactions or agrees to vote against any Superior Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mocon Inc)

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Certain Arrangements. As of Except for the execution of this AgreementSupport Agreements, there are no Contracts or other agreements, arrangements or understandings (whether oral or written) ), or commitments to enter into Contracts or other agreements, arrangements or understandings (whether oral or written) ), (a) between Parent, Merger Sub Sub, or any of their respective Affiliates, on the one hand, and any member of the Company’s management or Board of Directorsdirectors, on the other hand, as of the date hereof that relate in any way to the Company or any of its Subsidiaries, the Company Common Stock Subsidiaries or the transactions contemplated by this Agreement Transactions (including as to continuing employment) or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Offer Price or Merger Consideration or pursuant to which any stockholder of the Company agrees to vote to adopt approve this Agreement or approve the Merger or agrees to vote against any Superior Proposal.

Appears in 1 contract

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

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