13D Filing: Elliott Associates, L.P. and Advisory Board Co (ABCO)

(g)        the Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement and the representations, warranties and covenants of the Stockholder contained herein.

6.       Consent. Until this Agreement is terminated, each Stockholder, on behalf of itself only, consents to and authorizes the Company, Parent and their respective Affiliates to (a) publish and disclose in the Proxy Statement, any current report of the Company or Parent on Form 8-K and any other documents required to be filed with the SEC or any regulatory authority in connection with the Merger Agreement, the Stockholder’s identity and ownership of Subject Shares and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement and (b) file this Agreement as an exhibit to the extent required to be filed with the SEC or any regulatory authority relating to the Merger. Parent, on behalf of itself only, consents to and authorizes each Stockholder and its respective Affiliates to (a) publish and disclose in any documents required to be filed with the SEC or any regulatory authority the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement and (b) file this Agreement as an exhibit to the extent required to be filed with the SEC or any regulatory authority.

7.       Termination. Notwithstanding anything to the contrary provided herein, this Agreement and any undertaking or waiver granted by the Stockholder hereunder automatically shall terminate and be of no further force or effect as of the earliest to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated, (c) the date of any amendment, modification or supplement to the Merger Agreement, in each such case if such amendment, modification or supplement (x) materially and adversely affects the economic interest of the stockholders of the Company or (y) otherwise decreases the Per-Share Amount or changes the form of consideration payable to the stockholders of the Company in the Merger and (d) March 28, 2018; provided, that (1) Section 11 hereof shall survive any termination or expiration of this Agreement and (2) any such termination shall not relieve any party from liability for any willful breach of its obligations hereunder prior to such termination.  For the avoidance of doubt, the representations and warranties herein shall not survive the termination of this Agreement.

8.       Appraisal Rights. Each Stockholder (i) irrevocably waives and agrees not to exercise any rights (including under Section 262 of the DGCL) to demand appraisal of any of the Subject Shares or rights to dissent from the Merger that the Stockholder may otherwise have and (ii) agrees not to commence or participate in, and will take all actions necessary to opt out of, any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (x) challenging the validity of, seeking to enjoin the operation of, any provision of this Agreement or the Education Purchase Agreement or (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement, the Education Purchase or the transactions contemplated thereby; provided, that the foregoing covenants shall not be deemed a consent to or waiver of any rights of the Stockholder for any breach of this Agreement by Parent or its Affiliates.