Tender and Support Agreements Sample Clauses

Tender and Support Agreements. The following is a summary of the material provisions of the Tender and Support Agreements (as defined below). The following description of the Tender and Support Agreements is only a summary and is qualified in its entirety by reference to the Tender and Support Agreements, copies of which are filed as Exhibit (d)(2) and Exhibit (d)(3) of the Schedule TO and is incorporated herein by reference. Concurrently with entering into the Merger Agreement, Parent entered into a (i) Tender and Support Agreement (as it may be amended from time to time, the “Baupost Tender and Support Agreement”), dated as of August 2, 2021, with The Baupost Group, LLC (“Baupost”) and (ii) Tender and Support Agreement (as it may be amended from time to time, the “Xxxxxx Xxxxxx and Support Agreement”), dated as of August 2, 2021, with Xxxxxx X. Xxxxxx, Xx., the Xxxxxx X. Xxxxxx, Xx. Trust – 2007 and Xxxxxx Xxxxxx 2014 Irrevocable Family Trust (collectively, “Xxxxxx” and, together with the Baupost, the “Supporting Stockholders”). Collectively, as of August 2, 2021, the Supporting Stockholders owned 18,998,292 outstanding Shares (or approximately 25.1% of all Shares outstanding. Parent and the Purchaser expressly disclaim beneficial ownership of all Shares covered by the Tender and Support Agreements. The Tender and Support Agreements provide that, no later than eight (8) business days after the commencement of the Offer, the Supporting Stockholders will tender into the Offer, and not withdraw, all outstanding Shares the Supporting Stockholders own of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) as of the date of the Tender and Support Agreements or that the Supporting Stockholders acquire beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of after such date during the Support Period (as defined below) (collectively, the “Subject Shares”). During the period from August 2, 2021 until the termination of the Tender and Support Agreements (the “Support Period”), the Supporting Stockholders have agreed, in connection with any meeting of stockholders of Prevail, or any action by written consent, to (i) appear at such meeting or otherwise cause all Subject Shares to be counted as present at the meeting for purposes of determining a quorum and (ii) be present (in person or in proxy) and vote or cause to be voted, or deliver or cause to be delivered a written consent with respect to all of the Subject Shares, (A) in favor of the ado...
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Tender and Support Agreements. The Chief Executive Officer of the Target, the Chief Financial Officer of the Target and each member of the Target Board will have executed and delivered to Parent on the Agreement Effectiveness Date, immediately following the termination of the Varsity Agreement a tender and support agreement substantially in the form of Exhibit C attached hereto.
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Tender and Support Agreements. In connection with the Merger Agreement, certain shareholders entered into separate Tender and Support Agreements, dated as of October 6, 2008, with Lilly, which we refer to as the “Support Agreements.” The following summary of certain provisions of the Support Agreements are qualified in their entirety by reference to the Support Agreements themselves, which are incorporated herein by reference. We have filed copies of the Support Agreements as exhibits to the Schedule TO. Shareholders and other interested parties should read the Support Agreements for a more complete description of the provisions summarized below. Barberry Corp., High River Limited Partnership and Icahn Enterprises Holdings L.P., which are entities affiliated with ImClone’s Chairman, Xxxx X. Xxxxx, (the “Icahn Entities”), are each parties to a Support Agreement and have agreed to tender in the Offer and not withdraw any Shares it holds or acquires after the commencement of the Offer. If the Merger is completed, each of the Icahn Entities has agreed to waive any appraisal rights in connection with the Merger. Each of the Icahn Entities has also agreed to vote all Shares beneficially owned or controlled by it in connection with any meeting of ImClone’s shareholders or any action by written consent in lieu of a meeting of shareholders: • in favor of adopting the Merger Agreement and approval of the Merger; • as directed by Xxxxx with respect to an Acquisition Proposal; • as directed by Lilly with respect to any change in the business, management or board of directors of ImClone; and • as directed by Lilly against any proposal, action or agreement which would impede, frustrate, prevent or nullify any provision of the Support Agreements or the Merger Agreement, result in a breach in any respect of any covenant, representation, warranty or other obligation of ImClone under the Merger Agreement, or result in any of the conditions to the Offer or the Merger not being satisfied. Each of the Icahn Entities granted Lilly an irrevocable proxy covering all of such shareholders’ Shares to vote in accordance with the foregoing. During the term of the Support Agreements, except as otherwise provided therein, none of the Icahn Entities will: • transfer or pledge such Icahn Entities’ Shares or any interest therein, except with Xxxxx’x written consent; • enter into any contract with respect to such transfer; • grant any proxy, power-of-attorney or other authorization or consent in or with respect to such I...
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Tender and Support Agreements. The following is a summary of the material provisions of the Tender and Support Agreements that Parent and Purchaser entered into with each of the Supporting Stockholders concurrently with entering into the Merger Agreement. The following description of the Tender and Support Agreements is only a summary and is qualified in its entirety by reference to the form of Tender and Support Agreement, a copy of which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Tender and Support Agreements, you are encouraged to read the full text of the form of Tender and Support Agreement.
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Tender and Support Agreements. 11.1 As at the Offer Announcement Date, each of the following Grindrod Shareholders has executed a tender and support agreement with TMI and the Offeror (collectively the “Tender and Support Agreements”), under which each of them has agreed to accept the Offer:
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Tender and Support Agreements. Concurrently with the execution of the Merger Agreement, Comtech, Xxxxxxxxx, TCS and each of Xxxxxxx X. Xxxx, the Chairman, Chief Executive Officer and President of TCS, and Xxx X. Xxxxxx, a director of TCS, in their capacity as record or beneficial owners of TABLE OF CONTENTS​ Shares, as applicable, entered into Tender and Support Agreements (together, the “Tender and Support Agreements”). The outstanding Shares subject to the Tender and Support Agreements represented, as of December 3, 2015, approximately 12.8% of the total outstanding Shares. Pursuant to the Tender and Support Agreements, each of the individuals agreed, among other things, subject to the termination of their respective Tender and Support Agreement, to (i) tender in the Offer all Shares held of record or beneficially owned or thereafter acquired by them, as applicable in accordance with the terms of their Tender and Support Agreements, (ii) vote such Shares against any Acquisition Proposal or any other proposal made in opposition to the adoption of the Merger Agreement and against any agreement, amendment of the organizational documents of TCS or other action or transaction, in each case, that is intended to, or that could reasonably be expected to prevent or impede, interfere with or materially delay the consummation of the Offer or Merger, (iii) appoint Comtech as their proxy to vote such Shares accordingly, (iv) subject to certain exceptions, not otherwise transfer any of their Shares, (v) waive and not exercise or assert any dissenters, appraisal or similar rights in connection with the Merger, and (vi) not take certain other actions inconsistent with their obligations under the applicable Tender and Support Agreement. The Tender and Support Agreements will terminate upon the earliest to occur of (a) the Effective Time, (b) termination of the Merger Agreement in accordance with its terms, (c) the date on which the TCS Board makes a TCS Adverse Recommendation Change by majority vote, without counting the vote of the stockholder that is party to the applicable Tender and Support Agreement, (d) the mutual written consent of all the parties to the applicable Tender and Support Agreement and (e) the date that is 18 months following the date of the Tender and Support Agreements. This summary of the Tender and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Tender and Support Agreements, which are filed as Exhibits...
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Tender and Support Agreements. The following is a summary of the material provisions of the Tender and Support Agreements (as defined below). The following description of the Tender and Support Agreements is only a summary and is qualified in Table of Contents its entirety by reference to the form of Tender and Support Agreements, a copy of which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Tender and Support Agreements, you are encouraged to read the full text of the form of Tender and Support Agreements. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into Tender and Support Agreements dated as of January 17, 2017 (the “Tender and Support Agreements”) with each of Novo A/S (“Novo”), Xxxxxx Life Science Ventures, PV III CEO Fund, LP (“PV III”), Xxxxxx Capital, LLC (“Xxxxxx Capital”) and TVM Life Science Ventures (each a “Supporting Stockholder”). As of January 17, 2017, Novo beneficially owned 3,156,563 Shares (or approximately 16.4% of all Shares outstanding as of January 12, 2017), Xxxxxx Life Science Ventures beneficially owned 1,888,609 Shares (or approximately 9.8% of all Shares outstanding as of January 12, 2017), PV III owned 98,757 Shares (or approximately 0.5% of all Shares outstanding as of January 12, 2017), Xxxxxx Capital owned 5,528 Shares (or approximately 0.03% of all Shares outstanding as of January 12, 2017) and TVM Life Science Ventures owned 1,545,386 Shares (or approximately 8.0% of all Shares outstanding as of January 12, 2017). As of January 17, 2017, the Supporting Stockholders collectively beneficially owned, in the aggregate, 6,694,843 Shares (or approximately 34.7% of all Shares outstanding as of January 12, 2017). Xxxxx expressly disclaims beneficial ownership of all Shares covered by the Tender and Support Agreements. The Tender and Support Agreements provide that, no later than ten business days after the commencement of the Offer, each Supporting Stockholder will tender into the Offer, and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) as of the date of the Tender and Support Agreement or that such Supporting Stockholder acquires record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of after such date during the Support Period (as defined below) (collectively, the “Subject Shares”). The Tender and...
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Tender and Support Agreements 
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Related to Tender and Support Agreements

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Lockup Agreements Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.

  • Lockup Agreement The Company will deliver to the Subscribers on or before the Closing Date and enforce the provisions of irrevocable lockup agreements (“Lockup Agreement”) in the form annexed hereto as Xxxxxxx X0, Xxxxxxx X0 and Xxxxxxx X0, with the persons identified on Schedule 9(v) with respect to the Common Stock identified on Schedule 9(v). The Company further agrees it will not issue any shares described in Section 12(a)(v) unless the employee has delivered prior thereto an executed Lockup Agreement.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to the Arrangement Agreement.

  • Subscription Agreements The Company shall have entered into the Subscription Agreements with each of the Investors, and such agreements shall be in full force and effect on the Closing Date.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

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