Common use of No Modification; Entire Agreement Clause in Contracts

No Modification; Entire Agreement. This Letter may not be amended or otherwise modified without the prior written consent of Parent, the Investor and the Company. Together with the Transaction Agreement, the Limited Guarantee, the Confidentiality Agreement, the Interim Investors Agreement, and this Letter constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, the Investor and the Company. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 3 contracts

Samples: Letter Agreement (Covetrus, Inc.), Letter Agreement (Covetrus, Inc.), Letter Agreement (Covetrus, Inc.)

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No Modification; Entire Agreement. This Letter letter agreement may not be amended or otherwise modified without the prior written consent of Parent, the Investor and the Company, Parent and each Investor. Together with the Transaction Agreement, the Limited Guarantee, the Confidentiality Agreement, Merger Agreement and the Interim Investors Agreement, and this Letter letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor Investors or any of its their Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 1 and Section 5 hereof, no transfer of any rights or obligations hereunder hereunder, including by operation of law or otherwise, shall be permitted without the prior written consent of Parent, the Investor and the Company, Parent and each Investor. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 2 contracts

Samples: Ancestry.com Inc., Ancestry.com Inc.

No Modification; Entire Agreement. This Letter letter agreement may not be amended or otherwise modified without the prior written consent of Parent, the Investor Sponsor and the Company. Together with the Transaction AgreementMerger Agreement (and the agreements expressly contemplated thereby), the Limited Guarantee, the Confidentiality Agreement, the Interim Investors Agreement, and this Letter letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor among Sponsor or any of its Affiliates, on the one hand, and Parent or Parent, any of its AffiliatesAffiliates or any other person, on the other, with respect to the transactions contemplated herebyhereby and thereby. Except as expressly permitted in Section 11 1 and Section 6 hereof, no transfer of any rights or obligations hereunder shall be permitted without the prior written consent of Parent, the Investor Sponsor and the Company. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 2 contracts

Samples: Goldman Sachs Group Inc, Ebix Inc

No Modification; Entire Agreement. This Letter letter agreement may not be amended or otherwise modified without the prior written consent of ParentInvestment Co., the Investor Parent and the CompanyInvestor. Together with the Transaction Agreement, the Limited Guarantee, the Confidentiality Agreement, the Interim Investors Agreement, and this Letter This letter agreement constitutes the sole agreement, and supersedes all prior agreements, representations, warranties, understandings and statements, written or oral, between the Investor or any of its Affiliatesaffiliates, on the one hand, and Investment Co. and Parent or any of its Affiliatestheir affiliates, on the otherother hand, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 hereof, no No transfer or assignment of any rights or obligations hereunder shall be permitted without the written consent of ParentInvestment Co., the Investor Parent and the CompanyInvestor. Any transfer or assignment in violation of the preceding sentence shall be null and void.

Appears in 2 contracts

Samples: Conmed Healthcare Management, Inc., Conmed Healthcare Management, Inc.

No Modification; Entire Agreement. This Letter letter agreement may not be amended or otherwise modified without the prior written consent of Parent, the Investor Parent and the CompanySponsor Funds. Together with the Transaction Agreement, the Limited Guarantee, Merger Agreement and the Confidentiality Agreement (as defined in the Merger Agreement), the Interim Investors Agreement, and this Letter letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor Sponsor Funds or any of its Affiliatestheir respective affiliates, on the one hand, and Parent or any of its Affiliatesaffiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 1 and Section 12 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, the Investor Parent and the CompanySponsor Funds. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 2 contracts

Samples: Merger Agreement (Lj International Inc), Merger Agreement (Lj International Inc)

No Modification; Entire Agreement. This Letter commitment letter may not be amended or otherwise modified without the prior written consent of Parent, the Investor and the Company. Together with the Transaction Merger Agreement, the Limited Guarantee, Guaranty and the Confidentiality Agreement, the Interim Investors Agreement, and this Letter commitment letter constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor or any of its Affiliatesaffiliates, on the one hand, and Parent or any of its Affiliatesaffiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 Paragraph 1 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, the Investor and the Company. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 2 contracts

Samples: Pianissimo Acquisition Corp., KSTW Acquisition, Inc.

No Modification; Entire Agreement. This Letter Agreement may not be amended or otherwise modified without the prior written consent of Parent, the Investor Fund and the Company. Together with the Transaction Agreement, the Limited Guarantee, Guarantee and the Confidentiality Agreement, the Interim Investors Agreement, and this Letter Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor Fund or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 2 and Section 11 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, the Investor Fund and the Company. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 1 contract

Samples: Letter Agreement

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No Modification; Entire Agreement. This Letter letter agreement may not be amended or otherwise modified without the prior written consent of Parent, Merger Sub, the Investor Company and the CompanySponsor. Together with the Transaction Agreement, Merger Agreement and the Limited Guarantee, the Confidentiality Agreement, the Interim Investors Agreement, and this Letter letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between between, the Investor Sponsor or any of its their respective Affiliates, on the one hand, and Parent or any of its Affiliates, on the otherother (in each case, other than other than the Rollover Shareholders or any of their Affiliates), with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 hereof, no No transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, Merger Sub, the Investor Company and the CompanySponsor. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 1 contract

Samples: WSP Holdings LTD

No Modification; Entire Agreement. This Letter letter agreement may not be amended or otherwise modified without the prior written consent of Parentthe Company, Parent and the Investor. Except for the Limited Guarantee between the Investor and the Company. Together with the Transaction Agreement, the Limited Guarantee, the Confidentiality Agreement, the Interim Investors Agreement, and this Letter letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor or any of its Affiliates (which for the avoidance of doubt does not include the Company or any of its Affiliates), on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 1 and Section 5 hereof, no transfer of any rights or obligations hereunder hereunder, including by operation of law or otherwise, shall be permitted without the prior written consent of Parentthe Company, the Investor Parent and the CompanyInvestor. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 1 contract

Samples: P2 Capital Partners, LLC

No Modification; Entire Agreement. This Letter letter agreement may not be amended or otherwise modified without the prior written consent of Parentthe Company, the Investor Parent and the CompanyInvestor. Together with the Transaction Agreement, the Limited Guarantee, the Confidentiality Agreement, Merger Agreement and the Interim Investors Agreement, and this Letter letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor or any of its their Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 1 and Section 5 hereof, no transfer of any rights or obligations hereunder hereunder, including by operation of law or otherwise, shall be permitted without the prior written consent of Parentthe Company, the Investor Parent and the CompanyInvestor. Any transfer in violation of the preceding sentence shall be null and void.

Appears in 1 contract

Samples: Letter Agreement (Ancestry.com Inc.)

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