No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Thoma Bravo Fund Xii, L.P.), Agreement and Plan of Merger (Imprivata Inc), Voting Agreement (Thoma Bravo Fund Xii, L.P.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (bi) the Merger Agreement is executed and delivered by all parties thereto, and (cii) this Agreement is executed and delivered by all parties hereto.
Appears in 16 contracts
Samples: Voting Agreement (Elsztain Eduardo S), Voting Agreement (Condor Hospitality Trust, Inc.), Stockholders Agreement (Cousins Properties Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto Parties unless and until (a) the Company Board of Directors of approves the Company has approved, for purposes of any applicable anti-takeover laws and regulationsMerger Agreement, and any applicable provision of the Company’s organizational documents, the transactions and documents contemplated by the Merger thereby, including this Agreement, (b) the Merger Agreement is executed and delivered by all parties thereto, and (c) this Agreement is executed and delivered by all parties heretothe Parties.
Appears in 12 contracts
Samples: Joinder Agreement (Glowpoint, Inc.), Joinder Agreement (Monarch Alternative Capital LP), Joinder Agreement (Cimarex Energy Co)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed and delivered by all parties hereto.
Appears in 12 contracts
Samples: Voting Agreement (Burger King Worldwide, Inc.), Support Agreement (Unitedhealth Group Inc), Support Agreement (NXP Semiconductors N.V.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (cb) this Agreement is executed by all parties hereto.. (Signature Page Follows)
Appears in 11 contracts
Samples: Voting Agreement (Cabelas Inc), Non Exchange Agreement (Encana Corp), Tender Support Agreement (Encana Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all the parties hereto.
Appears in 11 contracts
Samples: Share Purchase Agreement (Irobot Corp), Securities Purchase Agreement (Zebra Technologies Corp), Share Purchase Agreement (Knology Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Parent, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 10 contracts
Samples: Support Agreement (Traws Pharma, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.), Agreement and Plan of Merger (Aprea Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (ai) the Board Agreement and Plan of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (ciii) this Agreement is executed by all parties hereto.
Appears in 9 contracts
Samples: Stockholder Voting Agreement (Modem Media Inc), Stockholder Voting Agreement (Modem Media Inc), Stockholder Voting Agreement (Modem Media Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding Contract between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed and delivered by all parties hereto.
Appears in 9 contracts
Samples: Voting Agreement (Zimmer Holdings Inc), Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Support and Standstill Agreement (Fidelity National Information Services, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to be evidence of a contract, agreement, arrangement or understanding Contract between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws this Agreement and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Numerex Corp /Pa/), Agreement and Plan of Merger (Sierra Wireless Inc), Voting Agreement (Sierra Wireless Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsRestated Certificate of Incorporation, as amended, the transactions contemplated possible acquisition of the Subject Common Shares by Parent pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 8 contracts
Samples: Voting Agreement (Borland Software Corp), Voting Agreement (Borland Software Corp), Voting Agreement (Borland Software Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Incorporation, as amended, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 8 contracts
Samples: Voting Agreement (HarborOne Bancorp, Inc.), Voting Agreement (Brookline Bancorp Inc), Voting Agreement (PCSB Financial Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (ai) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, Chapter 110F of the MGL and any applicable provision of the Company’s organizational documentsArticles of Organization, the transactions contemplated by the Merger terms of this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (cii) this Agreement is executed by all the parties hereto.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Wyman Gordon Co), Agreement and Plan of Merger (Instron Corp), Agreement and Plan of Merger (Instron Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the CompanySeller’s organizational documentsarticles of incorporation or bylaws, the transactions contemplated by Merger pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Wesbanco Inc), Agreement and Plan of Merger (Farmers Capital Bank Corp), Agreement and Plan of Merger (Wesbanco Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (cb) this Agreement is executed by all parties hereto.
Appears in 8 contracts
Samples: Voting Agreement (Allstate Corp), Tender Support Agreement (ShoreTel Inc), Stockholder Voting Agreement (Ansys Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsarticles of organization and bylaws, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Daegis Inc.), Tender and Voting Agreement (Open Text Corp), Tender and Voting Agreement (True Wind Capital, L.P.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto to this Agreement unless and until until: (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (bi) the Merger Agreement is executed by all parties thereto, to the Merger Agreement; and (cii) this Agreement is executed by all parties heretoto this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Smart & Final Stores, Inc.), Support Agreement (Hill International, Inc.), Tender and Support Agreement (First Street Merger Sub, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to be evidence of a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws this Agreement and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 7 contracts
Samples: Release Agreement (Epiq Systems Inc), Release Agreement (Villere St Denis J & Co LLC), Support Agreement (Epiq Systems Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed and delivered by all the parties hereto.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Hub Group, Inc.), Stock Purchase Agreement (Vonage Holdings Corp), Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 6 contracts
Samples: Form of Support Agreement (Amplify Snack Brands, INC), Tender and Support Agreement (Ocera Therapeutics, Inc.), Voting and Support Agreement (XOOM Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by Parent and Newco pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.
Appears in 6 contracts
Samples: Tender and Support Agreement (Soundbite Communications Inc), Tender and Support Agreement (Soundbite Communications Inc), Tender and Support Agreement (Soundbite Communications Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Purchaser Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the CompanyPurchaser’s organizational documents, the transactions contemplated by the Merger AgreementTransaction, (b) the Merger Purchase Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 6 contracts
Samples: Support Agreement (E2open Parent Holdings, Inc.), Support Agreement (E2open Parent Holdings, Inc.), Support Agreement (E2open Parent Holdings, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Transaction Agreement is executed by all parties thereto, thereto and (cb) this Agreement is executed by all parties heretohereto (which the parties agree has occurred immediately following the execution of the Transaction Agreement by all parties thereto).
Appears in 6 contracts
Samples: Tender and Support Agreement (Roche Holding LTD), Tender and Support Agreement (Foundation Medicine, Inc.), Tender and Support Agreement (Roche Holding LTD)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors has adopted and approved the possible acquisition of the Company has approved, for purposes of any applicable anti-takeover laws Shares by Parent and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Trius Therapeutics Inc), Agreement and Plan of Merger (Ambit Biosciences Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall will not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (ai) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Cooperation Agreement is executed by all parties thereto, thereto and (cii) this Agreement is executed by all parties hereto.
Appears in 6 contracts
Samples: Voting and Support Agreement (Gamesys Group PLC), Directors and Officers Voting and Support Agreement, Voting and Support Agreement (Standard General L.P.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by the Parent and the Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (COV Delaware Corp), Tender and Voting Agreement (Ev3 Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 5 contracts
Samples: Support Agreement (Vascular Biogenics Ltd.), Support Agreement (Talaris Therapeutics, Inc.), Support Agreement (Vascular Biogenics Ltd.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsamended and restated certificate of incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCertificate of Incorporation of Parent, the Merger Agreement and the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (CohBar, Inc.), Agreement and Plan of Merger (Catabasis Pharmaceuticals Inc), Agreement and Plan of Merger (Novus Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsAmended and Restated Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 5 contracts
Samples: Form of Support Agreement (Globalscape Inc), Voting Agreement (Twilio Inc), Voting Agreement (SendGrid, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation and bylaws, and for purposes of its Rights Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 5 contracts
Samples: Voting Agreement (Nobel Learning Communities Inc), Voting Agreement (Blesbok LLC), Voting Agreement (Nobel Learning Communities Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCompany Organizational Documents, the transactions contemplated by Transaction Agreement and the Merger AgreementTransactions, (b) the Merger Transaction Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.and
Appears in 5 contracts
Samples: Voting and Transaction Support Agreement (Amryt Pharma PLC), Voting and Transaction Support Agreement (Amryt Pharma PLC), Voting and Transaction Support Agreement (Amryt Pharma PLC)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation and bylaws, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 5 contracts
Samples: Voting Agreement (Cyan Inc), Voting Agreement (Liposcience Inc), Voting Agreement (Ciena Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto Parties unless and until (a) the Parent Board of Directors of approves the Company has approved, for purposes of any applicable anti-takeover laws and regulationsMerger Agreement, and any applicable provision of the Company’s organizational documents, the transactions and documents contemplated by the Merger thereby, including this Agreement, (b) the Merger Agreement is executed and delivered by all parties thereto, and (c) this Agreement is executed and delivered by all parties heretothe Parties.
Appears in 5 contracts
Samples: Joinder Agreement (Glowpoint, Inc.), Joinder Agreement (Glowpoint, Inc.), Joinder Agreement (Glowpoint, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto Parties unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (bi) the Merger Agreement is executed and delivered by all parties thereto, and (cii) this Agreement is executed and delivered by all parties heretothe Parties.
Appears in 5 contracts
Samples: Voting and Support Agreement (Midstates Petroleum Company, Inc.), Voting and Support Agreement (Midstates Petroleum Company, Inc.), Voting and Support Agreement (Midstates Petroleum Company, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties Parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto Parties unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational and governance documents, the transactions contemplated by the Merger AgreementAgreement (including the Merger), (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 5 contracts
Samples: Voting Agreement (STAMPS.COM Inc), Voting Agreement (STAMPS.COM Inc), Voting Agreement (STAMPS.COM Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the CompanyParent’s organizational documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 4 contracts
Samples: Support Agreement (Angion Biomedica Corp.), Support Agreement (Tocagen Inc), Support Agreement (Sunesis Pharmaceuticals Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCompany Charter, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 4 contracts
Samples: Voting Agreement (Targacept Inc), Voting Agreement (Zalicus Inc.), Voting Agreement (Targacept Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a legally binding contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (cb) this Agreement is executed by all parties hereto.. (SIGNATURE PAGE FOLLOWS)
Appears in 4 contracts
Samples: Support Agreement (Organovo Holdings, Inc.), Support Agreement (Organovo Holdings, Inc.), Form of Support Agreement (Proteostasis Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company Parent has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the CompanyParent’s organizational documentsAmended and Restated Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 4 contracts
Samples: Voting Agreement (SendGrid, Inc.), Voting Agreement (SendGrid, Inc.), Voting Agreement (Twilio Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulationsApplicable Legal Requirements, and any applicable provision of the Company’s organizational documentsbylaws or certificate of incorporation of the Company (in each case, as amended, restated, modified or supplemented as of the date hereof), this Agreement and the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed and delivered by all parties thereto, and (c) this Agreement is executed and delivered by all parties hereto.
Appears in 4 contracts
Samples: Voting and Support Agreement (Splunk Inc), Agreement and Plan of Merger (Splunk Inc), Voting and Support Agreement (Cisco Systems, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 4 contracts
Samples: Support Agreement (AgeX Therapeutics, Inc.), Company Voting Agreement (Kubient, Inc.), Support Agreement (Angion Biomedica Corp.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this This Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Y Board of Directors of has adopted and approved the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.
Appears in 4 contracts
Samples: Voting Agreement (Youku Inc.), Voting Agreement (Tudou Holdings LTD), Voting Agreement (Tudou Holdings LTD)
No Agreement Until Executed. Irrespective of negotiations among the parties Parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Investment Agreement is executed and delivered by all parties thereto, and (cb) this Agreement is executed and delivered by all parties heretothe Parties.
Appears in 4 contracts
Samples: Voting and Support Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (ai) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by approved the Merger AgreementAgreement and the Proposed Transaction, (bii) the Merger Agreement is executed by all parties thereto, and (ciii) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Financial Mortgage Corp), Voting Agreement (Yonkers Financial Corp), Voting Agreement (Atlantic Bank of New York)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, approved for purposes of any applicable anti-takeover laws and regulations, the DGCL and any applicable provision of the Company’s organizational documentsCertificate of Incorporation or the Bylaws, the transactions contemplated by the Merger Agreement, terms of this Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all the parties hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Brightcove Inc), Agreement and Plan of Merger (Irobot Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulationsLaws, and any applicable provision of the Company’s organizational documentsCharter, Bylaws, this Agreement and the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed and delivered by all parties thereto, and (c) this Agreement is executed and delivered by all parties hereto.
Appears in 3 contracts
Samples: Conversion, Voting and Support Agreement (Mandiant, Inc.), Conversion, Voting and Support Agreement (Mandiant, Inc.), Voting and Support Agreement (Mandiant, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, Section 151 of the DGCL and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement, terms of this Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all the parties hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Knology Inc), Agreement and Plan of Merger (Laboratory Corp of America Holdings), Agreement and Plan of Merger (Fisher Scientific International Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Parent, this Agreement, the Merger Agreement and the transactions contemplated by in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Support Agreement (Graphite Bio, Inc.), Support Agreement (Graphite Bio, Inc.), Support Agreement (LENZ Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsmemorandum of association and articles of association, each as amended, the transactions contemplated by the Merger Agreement, Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Voting Agreement (Advent International Corp/Ma), Voting Agreement (Advent International Corp/Ma), Form of Voting Agreement (AquaVenture Holdings LTD)
No Agreement Until Executed. Irrespective of negotiations among between the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors each of the Parent Board and Company Board, as applicable, has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties each party hereto.
Appears in 3 contracts
Samples: Voting Agreement (Rocket Pharmaceuticals, Inc.), Voting Agreement (Rocket Pharmaceuticals, Inc.), Voting Agreement (Renovacor, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (ai) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and regulations or any applicable provision of the Company’s organizational documentsCharter Documents, the transactions contemplated by the Merger Agreement and this Agreement, (bii) the Merger Agreement is executed by all parties thereto, thereto and (ciii) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cke Restaurants Inc), Agreement and Plan of Merger (Aeroways, LLC), Agreement and Plan of Merger (Cke Restaurants Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the shares of Company Common Stock by the Parent and the Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aspect Medical Systems Inc), Tender and Voting Agreement (Aspect Medical Systems Inc), Tender and Voting Agreement (First Manhattan Co)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, this Agreement, the Merger Agreement and the transactions contemplated by in the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Support Agreement (Graphite Bio, Inc.), Support Agreement (Graphite Bio, Inc.), Support Agreement (LENZ Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsAmended and Restated Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Support Agreement (Pathos AI, Inc.), Support Agreement (Boxer Capital, LLC), Support Agreement (Vellanki Avanish)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsarticles of organization and bylaws, and for purposes of the Company Rights Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Tender and Voting Agreement (Actuate Corp), Tender and Voting Agreement (Open Text Corp), Tender and Voting Agreement (Zoll Medical Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Association, the transactions contemplated by the Merger Purchase Agreement and the Collaboration Agreement, (b) each of the Merger Purchase Agreement and the Collaboration Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 3 contracts
Samples: Share Purchase Agreement (BeiGene, Ltd.), Share Purchase Agreement (Amgen Inc), Support Agreement (Baker Bros. Advisors Lp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has adopted and approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by Parent and Sub pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.. [The rest of this page has intentionally been left blank]
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Tender and Voting Agreement (Nabors Industries LTD), Tender and Voting Agreement (Superior Well Services, INC)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Q32 Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Homology Medicines, Inc.), Support Agreement (Homology Medicines, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board Company board of Directors of directors has approved the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementTransactions, (b) the Merger Purchase Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Immunome Inc.), Form of Support Agreement (Ayala Pharmaceuticals, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Organization, the transactions contemplated possible acquisition of the Shares by the Merger AgreementBuyer pursuant to the Agreement and Plan of Merger, (b) the Agreement and Plan of Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Saucony Inc), Voting Agreement (Stride Rite Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Form of Voting Agreement (Javelin Pharmaceuticals, Inc), Form of Voting Agreement (Myriad Pharmaceuticals, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Vibrant Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentsarticles of association of Vibrant, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Vascular Biogenics Ltd.), Support Agreement (Vascular Biogenics Ltd.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsSeller Charter, the transactions contemplated possible acquisition of the Shares by Buyer and its Subsidiaries pursuant to the Merger AgreementAgreement and Plan of Merger, (b) the Agreement and Plan of Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Voting Agreement (Ansys Inc), Voting Agreement (Ansoft Corp)
No Agreement Until Executed. Irrespective of negotiations among between the parties Parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto Parties unless and until (ai) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (bii) the Merger Agreement is executed by all parties thereto, thereto and (ciii) this Agreement is executed and delivered by all parties heretoeach Party.
Appears in 2 contracts
Samples: Tender and Support Agreement (Paya Holdings Inc.), Tender and Support Agreement (GTCR-Ultra Holdings, LLC)
No Agreement Until Executed. Irrespective of negotiations among between the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors each of the Company Akebia and Keryx Boards, as applicable, has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties each party hereto.
Appears in 2 contracts
Samples: Voting Agreement (Akebia Therapeutics, Inc.), Voting Agreement (Keryx Biopharmaceuticals Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company OXiGENE has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsOXiGENE Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Voting Agreement (Vaxgen Inc), Voting Agreement (Oxigene Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents's Certificate of Incorporation, the transactions contemplated possible acquisition of the Shares by the Parent pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Exchange Agreement (Valueclick Inc/Ca), Exchange Agreement (Valueclick Inc/Ca)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the Merger Agreement and the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Company Stockholder Support Agreement (Kintara Therapeutics, Inc.), Company Stockholder Support Agreement (Kintara Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documents's certificate of incorporation, as amended and supplemented as of the date hereof, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Voting Agreement (Animal Health International, Inc.), Voting Agreement (Animal Health International, Inc.)
No Agreement Until Executed. Irrespective of negotiations among between the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, board of directors has approved the transactions contemplated by the Merger Securities Purchase Agreement, (b) the Merger Securities Purchase Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties each party hereto.
Appears in 2 contracts
Samples: Securities Purchase Agreement (PDL Biopharma, Inc.), Voting and Support Agreement (Evofem Biosciences, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Terrain Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Terrain, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Talaris Therapeutics, Inc.), Support Agreement (Talaris Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among between the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (ai) the Board of Directors each of the Parent and the Company Boards, as applicable, has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (bii) the Merger Agreement is executed by all parties thereto, thereto and (ciii) this Agreement is executed and delivered by all parties each party hereto.
Appears in 2 contracts
Samples: Tender and Support Agreement (Translate Bio, Inc.), Tender and Support Agreement (Translate Bio, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Business Combination Agreement is executed by all parties thereto, thereto and (cb) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Business Combination Agreement (Netfin Acquisition Corp.), Lock Up Agreement (Netfin Acquisition Corp.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the Company’s organizational documentsArticles of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Voting Agreement (Intrexon Corp), Voting Agreement (Medistem Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Employment Agreement (NBT Bancorp Inc), Employment Agreement (Alliance Financial Corp /Ny/)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by Parent and Sub pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.. [The rest of this page has intentionally been left blank]
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Icagen Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Organization, the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Settlement Agreement (Westfield Financial Inc), Voting Agreement (Chicopee Bancorp, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto Parent and any Stockholder unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties heretoParent and such Stockholder.
Appears in 2 contracts
Samples: Voting Agreement (Virtusa Corp), Voting Agreement (SMTC Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated possible acquisition of the Company by WPCS pursuant to the Merger Agreement, Agreement and (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Form of Support Agreement (WPCS International Inc), Form of Support Agreement (WPCS International Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) each of the Board of Directors of CHFW and the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, approved the transactions contemplated by the Merger Business Combination Agreement, (b) the Merger Business Combination Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Business Combination Agreement (Consonance-HFW Acquisition Corp.), Company Stockholder Support Agreement (Consonance-HFW Acquisition Corp.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company Parent has approved, for purposes of any applicable anti-takeover laws and regulations, regulations and any applicable provision of the CompanyParent’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Form of Voting Agreement (Javelin Pharmaceuticals, Inc), Form of Voting Agreement (Myriad Pharmaceuticals, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Homology Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentscertificate of incorporation of Homology, the transactions contemplated by Merger Agreement and the Merger AgreementContemplated Transactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Homology Medicines, Inc.), Support Agreement (Homology Medicines, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company Seller has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the CompanySeller’s organizational documentsCertificate of Incorporation, the transactions contemplated possible acquisition of the Shares by Parent pursuant to the Merger AgreementAgreement and Plan of Merger, (b) the Agreement and Plan of Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Falmouth Bancorp Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Tocagen Inc), Support Agreement (Sunesis Pharmaceuticals Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Voting and Support Agreement (Aytu Bioscience, Inc), Voting and Support Agreement (Neos Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between among the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable antiSection 23- 1-takeover laws and regulations, 40-1 of the IBCL and any applicable provision of the Company’s organizational documentsArticles of Incorporation, the transactions contemplated by the Merger terms of this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (cb) this Agreement is executed by all parties heretothe parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meridian Insurance Group Inc), Agreement and Plan of Merger (Meridian Insurance Group Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties hereto or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsCertificate of Incorporation, the transactions contemplated by the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CinCor Pharma, Inc.), Tender and Support Agreement (General Atlantic, L.P.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board board of Directors directors of the Company Target has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the CompanyTarget’s organizational documents, the transactions contemplated by the Merger AgreementMerger, (b) the Plan of Merger Agreement is are executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Versartis, Inc.), Support Agreement (Twin Vee PowerCats, Co.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated possible acquisition of the Subject Shares by Parent and Purchaser pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Tender and Support Agreement (Allergan Inc), Tender and Support Agreement (MAP Pharmaceuticals, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the CompanyParent’s organizational documentsOrganizational Documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Graybug Vision, Inc.), Support Agreement (Silverback Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board board of Directors directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated possible acquisition of the Company by Parent pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, thereto and (c) this Agreement is executed by all parties hereto.. (Signature page follows)
Appears in 2 contracts
Samples: Support Agreement (Alaska Air Group, Inc.), Support Agreement (Virgin America Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the LLIT Board of Directors of has approved the Company has approved, for purposes of any applicable anti-takeover laws Merger Agreement and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Lianluo Smart LTD), Support Agreement (Lianluo Smart LTD)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentscertificate of incorporation, the transactions contemplated possible acquisition of the Shares by Parent and Sub pursuant to the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vnus Medical Technologies Inc), Tender and Voting Agreement (Covidien Group S.a.r.l.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the certificate of incorporation of the Company’s organizational documents, the transactions contemplated by Merger Agreement and the Merger AgreementTransactions, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Voting and Support Agreement (Aytu Bioscience, Inc), Voting and Support Agreement (Neos Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Trulia Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Voting Agreement (Zillow Inc), Form of Voting Agreement (Trulia, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Certificate of Incorporation of the Company’s organizational documents, the Merger Agreement and the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CohBar, Inc.), Support Agreement (CohBar, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties hereto or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsArticles of Incorporation of the Corporation, the transactions contemplated by the Merger Arrangement Agreement, (b) the Merger Arrangement Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Voting and Support Agreement (HealthCap VII, L.P.), Voting and Support Agreement (Fusion Pharmaceuticals Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Company Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documentsOrganizational Documents, the transactions contemplated by the Merger AgreementMerger, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Support Agreement (Graybug Vision, Inc.), Support Agreement (Silverback Therapeutics, Inc.)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contractContract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws Laws and regulations, regulations and any applicable provision of the Company’s organizational documentsarticles of incorporation of Parent, the Merger Agreement and the transactions contemplated by the Merger Agreementthereby, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Appears in 2 contracts
Samples: Parent Stockholder Support Agreement (Kintara Therapeutics, Inc.), Parent Stockholder Support Agreement (Kintara Therapeutics, Inc.)
