Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. (a) Each Stockholder, severally and not jointly, agrees to accept the Offer with respect to all the Shares beneficially owned by such Stockholder and to tender, or cause to be tendered, all such Shares pursuant to the Offer. Such tender shall be made no later than the 10th business day after commencement of the Offer or, with respect to any Additional Shares acquired later than such time, prior to the expiration of the Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by such Stockholder to tender such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Stockholder shall not withdraw, or cause to be withdrawn, any Shares tendered pursuant to the Offer unless this Agreement is terminated pursuant to Section 4.01. Merger Sub shall pay the Stockholders for any Shares tendered (and not withdrawn) on the date of acceptance of shares for payment pursuant to the Offer in accordance with the provisions of Article I of the Merger Agreement. Each Stockholder, severally and not jointly, agrees to (x) permit Parent, U.S. Parent and Merger Sub to publish and disclose in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement, his identity and ownership of Shares, the nature of his commitments under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information.

Agreement to Tender. Subject to the terms of this Agreement, except in the case of a Parent Withdrawal Election (a) Each Stockholderas defined below), severally and not jointly, each Shareholder agrees to accept the Offer with respect to all the Shares beneficially owned by such Stockholder and to tender, tender or cause to be tenderedtendered 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, all such Shares collectively, “Tender Shares”) pursuant to and in accordance with the Offer. Such tender shall be made no later than the 10th business day after commencement of the Offer or, with respect to any Additional Shares acquired later than such time, prior to the expiration terms of the Offer, free and clear of all Liens except for Permitted Liens (as defined below). Without limiting the generality of the foregoing, each Stockholder shall as promptly as practicable after, but in no event later than ten (i10) deliver to Business Days after, the Paying Agent commencement (Awithin the meaning of Rule 14d-2 under the Exchange Act) a letter of transmittal the Offer with respect to any Tender Shares acquired prior to such Stockholder’s Shares complying with the terms tenth (10th) Business Day and within two (2) Business Days of the Offer, (B) to the extent applicable, a Certificate representing such acquisition of any other Tender Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock each Shareholder shall tender such Tender Shares pursuant to the terms of the Offer. Each Shareholder agrees that, or (ii) instruct and otherwise use reasonable efforts to cause once any of such StockholderShareholder’s broker and, if applicableTender Shares are tendered, such other person that is Shareholder will not withdraw or will cause not to be withdrawn such Tender Shares from the holder of record of any Shares beneficially owned by such Stockholder to tender such Shares pursuant to 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 Section 1.01(a) and Agreement, to exercise any unexercised Company Stock Options held by such Shareholder. If the terms of the Offer. The Stockholder shall not withdraw, Offer is terminated or cause to be withdrawn, Parent shall promptly return, and shall cause any depository acting on behalf of Parent to return, all Tender Shares tendered pursuant to by the Offer unless this Agreement is terminated pursuant to Section 4.01. Merger Sub shall pay the Stockholders for any Shares tendered (and not withdrawn) on the date of acceptance of shares for payment pursuant to the Offer in accordance with the provisions of Article I of the Merger Agreement. Each Stockholder, severally and not jointly, agrees to (x) permit Parent, U.S. Parent and Merger Sub to publish and disclose Shareholder in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with to the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement, his identity and ownership of Shares, the nature of his commitments under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such informationShareholder.

Agreement to Tender. (a) Each StockholderUnless this Agreement shall have previously been terminated in accordance with its terms, severally and not jointly, each Stockholder agrees to accept the Offer with respect to all the Shares beneficially owned by (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such Stockholder time as such Stock Options are exercised) and to tender, or cause to be tendered, tender all such the Shares pursuant to the Offer. Such tender shall be made no later than within ten Business Days of the 10th business day after commencement of the Offer orOffer, and with respect to any Additional Shares acquired later than obtained after such time, prior to the expiration of the Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares complying with the terms of the Offerdate, (B) to the extent applicableby way of exercise of Stock Options or otherwise, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by such Stockholder to tender promptly after such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offerare obtained). The Stockholder shall not withdraw, or cause to be withdrawn, withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement is terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to Section 4.01the terms of the Merger Agreement. Merger Sub Parent or Purchaser shall pay the Stockholders Stockholder for any Shares tendered (in accordance with the Merger Agreement and not withdrawn) withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the provisions depository acting on behalf of Article I of Parent and Purchaser to return all tendered Shares to the Merger AgreementStockholder promptly. Each Stockholder, severally and not jointly, The Stockholder agrees to (x) permit Parent, U.S. Parent and Merger Sub Purchaser to publish and disclose in the Offer Documents and and, if approval of the Company’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any Proxy Statement proxy statement (including all related documents and schedules filed with the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement), his or its identity and ownership of Shares, the nature of his commitments or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information.

Agreement to Tender. (a) Each StockholderUnless this Agreement shall have previously been terminated in accordance with its terms, severally and not jointly, each Stockholder agrees to accept the Offer with respect to all the Shares beneficially owned by (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such Stockholder time as such Stock Options are exercised) and to tender, or cause to be tendered, tender all such the Shares pursuant to the Offer. Such tender shall be made no later than within ten Business Days of the 10th business day after commencement of the Offer orOffer, and with respect to any Additional Shares acquired later than obtained after such time, prior to the expiration of the Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares complying with the terms of the Offerdate, (B) to the extent applicableby way of exercise of Stock Options or otherwise, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by such Stockholder to tender promptly after such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offerare obtained). The Stockholder shall not withdraw, or cause to be withdrawn, withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement is terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to Section 4.01the terms of the Merger Agreement. Merger Sub Parent or Purchaser shall pay the Stockholders ehe Stockholder for any Shares tendered (in accordance with the Merger Agreement and not withdrawn) withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the provisions depository acting on behalf of Article I of Parent and Purchaser to return all tendered Shares to the Merger AgreementStockholder promptly. Each Stockholder, severally and not jointly, The Stockholder agrees to (x) permit Parent, U.S. Parent and Merger Sub Purchaser to publish and disclose in the Offer Documents and and, if approval of the Company’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any Proxy Statement proxy statement (including all related documents and schedules filed with the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement), his or its identity and ownership of Shares, the nature of his commitments or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information.

Agreement to Tender. (a) Each StockholderUnless this Agreement shall have previously been terminated in accordance with its terms, severally and not jointly, each Stockholder agrees to accept the Offer with respect to all the Shares beneficially owned by (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such Stockholder time as such Stock Options are exercised) and to tender, or cause to be tendered, tender all such the Shares pursuant to the Offer. Such tender shall be made no later than within ten Business Days of the 10th business day after commencement of the Offer orOffer, and with respect to any Additional Shares acquired later than obtained after such timedate (by way of exercise of Stock Options or otherwise, prior to the expiration of the Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by such Stockholder to tender promptly after such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offerare obtained). The Stockholder shall not withdraw, or cause to be withdrawn, withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement is terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to Section 4.01the terms of the Merger Agreement. Merger Sub Parent or Purchaser shall pay the Stockholders Stockholder for any Shares tendered (in accordance with the Merger Agreement and not withdrawn) withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the provisions depository acting on behalf of Article I of Parent and Purchaser to return all tendered Shares to the Merger AgreementStockholder promptly. Each Stockholder, severally and not jointly, The Stockholder agrees to (x) permit Parent, U.S. Parent and Merger Sub Purchaser to publish and disclose in the Offer Documents and and, if approval of the Company’s or Parent’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any Proxy Statement proxy statement (including all related documents and schedules filed with the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement), his or its identity and ownership of Shares, the nature of his commitments or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information. .

Agreement to Tender. (a) Each StockholderUnless this Agreement shall have previously been terminated in accordance with its terms, severally and not jointly, Holder agrees to accept the Offer with respect to all the Shares beneficially owned by (excluding for purposes of this Section 2 Shares that are subject to unexercised Company Stock Options until such Stockholder time as such Company Stock Options are exercised) and to tender, or cause to be tendered, tender all such the Shares pursuant to the Offer. Such tender shall be made no later than within ten Business Days of the 10th business day after commencement of the Offer orOffer, and with respect to any Additional Shares acquired later than obtained after such timedate (by way of exercise of Stock Options or otherwise, prior to the expiration of the Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by such Stockholder to tender promptly after such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offerare obtained). The Stockholder Holder shall not withdraw, or cause to be withdrawn, withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement is terminates pursuant to Section 6 or (ii) the Offer shall have been terminated pursuant to Section 4.01the terms of the Merger Agreement. Parent or Merger Sub shall pay the Stockholders Stockholder for any Shares tendered (in accordance with the Merger Agreement and not withdrawn) withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Merger Sub or the Company, or this Agreement is terminated in accordance with its terms, Parent and Merger Sub shall cause the provisions depository acting on behalf of Article I of the Parent and Merger AgreementSub to return all tendered Shares to Holder promptly. Each Stockholder, severally and not jointly, Holder agrees to (x) permit Parent, U.S. Parent and Merger Sub to publish and disclose in the Offer Documents and and, if approval of the Company’s or Parent’s stockholders is required under the DGCL, any Proxy Statement proxy statement (including all related documents and schedules filed with the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement), his or its identity and ownership of Shares, the nature of his commitments or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information.

Agreement to Tender. (a) Each StockholderUnless this Agreement shall have previously been terminated in accordance with its terms, severally and not jointly, each Stockholder agrees to accept the Offer with respect to all the Shares beneficially owned by (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such Stockholder time as such Stock Options are exercised) and to tender, or cause to be tendered, tender all such the Shares pursuant to the Offer. Such tender shall be made no later than within ten Business Days of the 10th business day after commencement of the Offer orOffer, and with respect to any Additional Shares acquired later than obtained after such timedate (by way of exercise of Stock Options or otherwise, prior to the expiration of the Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by such Stockholder to tender promptly after such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offerare obtained). The Stockholder shall not withdraw, or cause to be withdrawn, withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement is terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to Section 4.01the terms of the Merger Agreement. Merger Sub Parent or Purchaser shall pay the Stockholders Stockholder for any Shares tendered (in accordance with the Merger Agreement and not withdrawn) withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the provisions depository acting on behalf of Article I of Parent and Purchaser to return all tendered Shares to the Merger AgreementStockholder promptly. Each Stockholder, severally and not jointly, The Stockholder agrees to (x) permit Parent, U.S. Parent and Merger Sub Purchaser to publish and disclose in the Offer Documents and and, if approval of the Company’s or Parent’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any Proxy Statement proxy statement (including all related documents and schedules filed with the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement), his or its identity and ownership of Shares, the nature of his commitments or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information.

Agreement to Tender. (a) Each StockholderUnless this Agreement shall have previously been terminated in accordance with its terms, severally and not jointly, each Stockholder agrees to accept the Offer with respect to all the Shares beneficially owned by (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such Stockholder time as such Stock Options are exercised) and to tender, or cause to be tendered, tender all such the Shares pursuant to the Offer. Such tender shall be made no later than within ten Business Days of the 10th business day after commencement of the Offer orOffer, and with respect to any Additional Shares acquired later than obtained after such timedate (by way of exercise of Stock Options or otherwise, prior to the expiration of the Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by such Stockholder to tender promptly after such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offerare obtained). The Stockholder shall not withdraw, or cause to be withdrawn, withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement is terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to Section 4.01the terms of the Merger Agreement. Merger Sub Parent or Purchaser shall pay the Stockholders Stockholder for any Shares tendered (in accordance with the Merger Agreement and not withdrawn) withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the provisions depository acting on behalf of Article I of Parent and Purchaser to return all tendered Shares to the Merger AgreementStockholder promptly. Each Stockholder, severally and not jointly, The Stockholder agrees to (x) permit Parent, U.S. ~ 1 ~ Parent and Merger Sub Purchaser to publish and disclose in the Offer Documents and and, if approval of the Company’s or Parent’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any Proxy Statement proxy statement (including all related documents and schedules filed with the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement), his or its identity and ownership of Shares, the nature of his commitments or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information.