Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Paren...
Agreement to Tender. (a) Promptly after the date hereof and prior to the Expiration Date, but in any event no later than the later of ten Business Days after the date hereof or within two Business Days after the Stockholder has received the Offer Documents, Stockholder shall duly tender into the Offer all of the Subject Shares pursuant to and in accordance with the terms of the Offer by (i) delivering to the depositary designated in the Offer (the “Depositary”) (A) a duly completed and executed letter of transmittal with respect to the Stockholder’s Subject Shares, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of Book-Entry Shares that are Subject Shares and (C) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (ii) instructing Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Stockholder shall duly tender to Purchaser during any Subsequent Offering Period provided by Purchaser in accordance with the terms of the Offer, all of the Subject Shares, if any, which shall have been issued after the Expiration Time. Stockholder agrees that once its Subject Shares are tendered pursuant to the terms hereof, Stockholder shall not withdraw any tender of such Subject Shares, unless and until (i) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, or (ii) this Agreement shall have been terminated in accordance with Section 2.3 hereof.
Agreement to Tender. Shareholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the Terms of the Offer all of the shares of Target Stock that Shareholder owns as of the date hereof as well as any additional shares of Target Stock that Shareholder may own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof (the "Shareholder Shares"). Within ten business days after the commencement of the Offer (or within ten business days after any Shareholder Shares are acquired during pendency of the Offer, if later), Shareholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shareholder Shares complying with the Terms of the Offer, (ii) certificates representing all of the Shareholder Shares and (iii) all other documents or instruments required to be delivered pursuant to the Terms of the Offer. Shareholder hereby permits Best Buy and Buyer to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) his identity and ownership of the Shareholder Shares and the nature of his commitments, arrangements and understandings under this Agreement.
Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement.
Agreement to Tender. The Stockholder agrees that, as promptly as practicable after the commencement of the Offer, and in any event no later than the fifth Business Day prior to the end of the Offer, the Stockholder shall irrevocably tender into the Offer all of the Owned Common Shares owned by the Stockholder, free and clear of all Liens. If the Stockholder acquires any Owned Common Shares after it has made such tender, then the Stockholder shall irrevocably tender into the Offer such additional Owned Common Shares within three Business Days after the date that the Stockholder shall acquire such additional Owned Shares. The Stockholder agrees that, once the Owned Common Shares are tendered into the Offer, the Stockholder shall not withdraw the tender of such Owned Common Shares unless the Offer shall have been terminated or shall have expired, in each case, prior to the Acceptance Date and in accordance with the terms of the Merger Agreement, or unless the Merger Agreement has been terminated. In the event that the Stockholder has the right to withdraw his tender as above provided, such withdrawal shall be effective automatically upon the delivery by the Stockholder of written notice of withdrawal to Parent, whereupon the term of this Agreement shall end.
Agreement to Tender. Company Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the tenth (10th) Business Day following the commencement of the Offer, Company Stockholder shall validly and irrevocably tender into the Offer (and deliver any certificates evidencing to the extent such Subject Shares are in certificated form) all of the Subject Shares owned by Company Stockholder on or prior to the tenth (10th) Business Day following the commencement of the Offer, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent Company Stockholder from tendering his or her Subject Shares in accordance with this Agreement or otherwise complying with his or her obligations under this Agreement. If Company Stockholder acquires any Subject Shares after the tenth (10th) Business Day following the commencement of the Offer (whether by exercise of a Company Option or otherwise), Company Stockholder shall validly tender into the Offer (and deliver any certificates evidencing to the extent such Subject Shares are in certificated form) such Subject Shares on or prior to the Expiration Time. Company Stockholder agrees that after the Subject Shares are tendered into the Offer, Company Stockholder shall not withdraw the tender of such Subject Shares unless the Offer shall have been terminated prior to the Expiration Time in accordance with the terms of the Merger Agreement, or the Merger Agreement has been terminated in accordance with its terms.
Agreement to Tender. (a) The Shareholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th Business Day following the commencement of the Offer, the Shareholder shall irrevocably tender into the Offer all of the Owned Shares owned by the Shareholder on or prior to the 10th Business Day following the commencement of the Offer, free and clear of all Liens that would prevent Shareholder from tendering the Shareholder’s shares in accordance with this Agreement or otherwise complying with the Shareholder’s obligations under this Agreement. If the Shareholder acquires any Owned Shares after the 10th Business Day following the commencement of the Offer (including during any subsequent offering period, if any), the Shareholder shall irrevocably tender into the Offer such Owned Shares on the date that the Shareholder shall acquire such Owned Shares.
Agreement to Tender. The Stockholder hereby agrees to tender all of the outstanding Shares within five business days after the commencement of the Offer, pursuant to and in accordance with the terms of the Offer, and agrees that, prior to the termination of the Acquisition Agreement in accordance with its terms, the Stockholder will not withdraw its tender of the Shares. To effect such tender, the Stockholder shall, within such five business day period, (a) deliver to the depositary designated in the Offer: (i) a letter of transmittal with respect to such Shares complying with the terms of the Offer, (ii) certificates representing such Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (b) instruct its broker or such other person who is the holder of record of any Shares beneficially owned by the Stockholder to tender such shares for exchange in the Offer pursuant to the terms and conditions of the Offer. ARTICLE 2
Agreement to Tender. Subject to the terms of this Agreement, except in the case of a Parent Withdrawal Election (as defined below), each Shareholder agrees to tender or cause to be tendered in the Offer all of such Shareholder’s Existing Shares and any other Subject Shares that become issued and outstanding after the date of this Agreement (such shares, collectively, “Tender Shares”) pursuant to and in accordance with the terms of the Offer, free and clear of all Liens except for Permitted Liens (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer with respect to any Tender Shares acquired prior to such tenth (10th) Business Day and within two (2) Business Days of acquisition of any other Tender Shares, each Shareholder shall tender such Tender Shares pursuant to the terms of the Offer. Each Shareholder agrees that, once any of such Shareholder’s Tender Shares are tendered, such Shareholder will not withdraw or will cause not to be withdrawn such Tender Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. For clarity, no Shareholder shall be required, for purposes of this Agreement, to exercise any unexercised Company Stock Options held by such Shareholder. If the Offer is terminated or withdrawn, Parent shall promptly return, and shall cause any depository acting on behalf of Parent to return, all Tender Shares tendered by the Shareholder in the Offer to the Shareholder.
Agreement to Tender. The Stockholder shall tender (and shall not withdraw), pursuant to and in accordance with the terms of the Offer, the Shares. No later than two (2) business days prior to the initial expiration date of the Offer, the Stockholder shall (i) deliver to the depositary designated in the Offer, (A) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (B) certificates representing the Shares, and (C) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other person who is the holder of record of any Shares beneficially owned by the Stockholder to tender such Shares for exchange in the Offer pursuant to the terms and conditions of the Offer. The Stockholder shall not tender the Shares into any exchange or tender offer commenced by a third party other than Parent, Merger Sub or any other subsidiary of Parent.
