Common use of Other Agreements and Understandings Clause in Contracts

Other Agreements and Understandings. Without the prior written consent of the Company Board, neither Parent nor Purchaser (or any other Affiliate of Parent) shall enter into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof that relate in any way to the Company or any of its Subsidiaries or the Transactions or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a different

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enel Green Power North America, Inc.), Agreement and Plan of Merger (Enernoc Inc)

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Other Agreements and Understandings. Without the prior written consent of the Company Board, neither Parent nor Purchaser Merger Sub (or any other Affiliate of Parent) shall enter into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof that relate in any way to the Company or any of its Subsidiaries or the Transactions or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a differentdifferent amount or nature from the Offer Price or Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)

Other Agreements and Understandings. Without the prior written consent of the Company Board, neither Parent nor Purchaser (or any other Affiliate of Parent) shall enter into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof Agreement Date that relate in any way to the Company or any of its Subsidiaries or the Transactions or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a differentdifferent amount or nature from the Offer Price or Merger Consideration in respect of the Shares held by such stockholder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flexion Therapeutics Inc), Agreement and Plan of Merger (Pacira BioSciences, Inc.)

Other Agreements and Understandings. Without the prior written consent of the Company Board, neither Parent nor Purchaser Merger Sub (or any other Affiliate of Parent) shall enter into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof that relate in any way to the Company or any of its Subsidiaries or the Transactions or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a differentdifferent amount or nature from the Offer Price or Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.)

Other Agreements and Understandings. Without the prior written consent of the Company Board, neither Parent nor Purchaser (or any other Affiliate of Parent) shall enter into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof Agreement Date that relate in any way to the Company or any of and its Subsidiaries or the Transactions or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a differentdifferent amount or nature from the Offer Price or Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)

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Other Agreements and Understandings. Without the prior written consent of the Company Board, neither Parent nor Purchaser Merger Sub (or any other Affiliate of Parent) shall enter into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof Agreement Date that relate in any way to the Company or any of its Subsidiaries or the Transactions or (b) pursuant to which any stockholder shareholder of the Company would be entitled to receive consideration of a differentdifferent amount or nature from the Offer Price or Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Societal CDMO, Inc.)

Other Agreements and Understandings. Without the prior written consent of the Company Board, neither Parent nor Purchaser (or any other Affiliate of Parent) shall enter into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof Agreement Date that relate in any way to the Company or any of its Subsidiaries or the Transactions or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a differentdifferent amount or nature from the Offer Price or Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Five Prime Therapeutics, Inc.)

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