Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. Subject to the terms and conditions of this Agreement, unless the Expiration Date has occurred, Stockholder shall validly tender, or instruct such Stockholder’s broker or such other Person that is the holder of record of the Shares to tender, (and shall not withdraw) the Shares (including any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the Offer. Unless the Expiration Date has occurred, Stockholder shall, pursuant to and in accordance with the terms and conditions of the Offer, (a) deliver to the depositary designated in the Offer: (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing the Shares, if applicable, or, in the case of a book-entry transfer of any uncertificated Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, and (iii) all other documents or instruments required to be delivered by Stockholder 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 to tender such Shares in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date has occurred, Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent. Notwithstanding the foregoing, if the Offer shall have been terminated in accordance with the terms of the Merger Agreement or the Expiration Date occurs, in each case after Stockholder has tendered any Shares in the Offer in accordance with this Section 5, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions of the Offer, and Parent shall promptly return, and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder in the Offer to Stockholder.

Agreement to Tender. Subject to the terms and conditions of this Agreement, unless Unless the Expiration Date has occurred, Stockholder shall validly tender, or instruct such Stockholder’s broker or such other Person that is following the holder of record commencement of the Shares to tenderOffer, and in any event no later than the first (1st) Business Day following the expiration of the “go-shop” period provided for in Section 7.04 of the Merger Agreement, validly tender (and shall not withdraw) the Shares (including any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the Offer. If Stockholder acquires Shares after the date hereof, unless this Agreement shall have been terminated in accordance with its terms, Stockholder shall tender or cause to be tendered such Shares on or before the Expiration Date. Unless the Expiration Date has occurred, Stockholder shall, pursuant to and in accordance with the terms and conditions of the Offer, (a) deliver to the depositary designated in the Offer: , (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing the Shares, if applicable, or, in the case of a book-entry transfer of any uncertificated Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, and (iii) all other documents or instruments required to be delivered by Stockholder 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 to tender such Shares in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date has occurred, Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any other Subsidiary of Parent. Notwithstanding the foregoing, if the Offer shall have been terminated in accordance with the terms Expiration Date occurs due to a termination of the Merger Agreement or the Expiration Date occurs, in each case pursuant to Article IX thereof after Stockholder has tendered any Shares in the Offer in accordance with this Section 53, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions of the Offer, and Parent shall promptly return, and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder in the Offer to Stockholder.

Agreement to Tender. Subject (a) Each Stockholder, severally and not jointly, agrees to accept the terms Offer with respect to all the Shares beneficially owned by such Stockholder and conditions of this Agreement, unless the Expiration Date has occurred, Stockholder shall validly to tender, or instruct cause to be tendered, all such Stockholder’s broker or such other Person that is Shares pursuant to the holder of record of Offer. Such tender shall be made no later than the Shares to tender, (and shall not withdraw) the Shares (including any Shares acquired by Stockholder 10th business day after commencement of the Offer) pursuant Offer or, with respect to and in accordance with any Additional Shares acquired later than such time, prior to the terms expiration of the Offer. Unless Without limiting the Expiration Date has occurred, Stockholder shall, pursuant to and in accordance with the terms and conditions generality of the Offerforegoing, each Stockholder shall (ai) deliver to the depositary designated in the Offer: Paying Agent (iA) a letter of transmittal with respect to the such Stockholder’s Shares complying with the terms of the Offer, (iiB) certificates representing to the Shares, if extent applicable, or, in the case of a book-entry transfer of any uncertificated Certificate representing such Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, and (iiiC) all other documents or instruments required to be delivered by Stockholder other holders of Company Common Stock pursuant to the terms of the Offer, and/or or (bii) instruct its and otherwise use reasonable efforts to cause such Stockholder’s broker or and, if applicable, such other person who that is the holder of record of any Shares beneficially owned by such Stockholder to tender such Shares in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date has occurred, Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent. Notwithstanding the foregoing, if the Offer shall have been terminated in accordance with the terms of the Merger Agreement or the Expiration Date occurs, in each case after Stockholder has tendered any Shares in the Offer in accordance with this Section 5, Stockholder may withdraw any such Shares pursuant to and in accordance with this Section 1.01(a) and the terms and conditions of the Offer. The Stockholder shall not withdraw, and Parent shall promptly returnor cause to be withdrawn, and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder 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 and conditions of this Agreement, unless the Expiration Date has occurred, Stockholder shall validly tender, or instruct such Stockholder’s broker or such other Person that is the holder of record of the Shares to tender, tender (and shall not withdraw) the Shares (including any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the Offer. Unless the Expiration Date has occurred, Stockholder shall, pursuant to and in accordance with the terms and conditions of the Offer, (a) deliver to the depositary designated in the Offer: , (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing the Shares, if applicable, or, in the case of a book-entry transfer of any uncertificated Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, request and (iii) all other documents or instruments required to be delivered by Stockholder 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 to tender such Shares in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date has occurred, Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any other Subsidiary of Parent. Notwithstanding the foregoing, if the Offer shall have been terminated in accordance with the terms of the Merger Agreement or the Expiration Date occurs, in each case after Stockholder has tendered any Shares in the Offer in accordance with this Section 54, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions of the Offer, and Parent shall promptly return, and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder in the Offer to Stockholder.

Agreement to Tender. Subject to the terms and conditions of Unless this AgreementAgreement shall have been terminated in accordance with its terms, unless the Expiration Date has occurred, each Stockholder shall validly tender, tender or instruct cause to be tendered in the Offer all of such Stockholder’s broker or such other Person that is the holder of record of the Subject Shares to tender, (and shall not withdraw) the Shares (including any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the Offer. Unless Without limiting the Expiration Date has occurredgenerality of the foregoing, as promptly as practicable after receipt by such Stockholder shall, of all documents or instruments required to be delivered pursuant to and in accordance with the terms and conditions of the Offer (but in any event no later than ten (10) Business Days after the commencement of the Offer), each Stockholder shall (ai) deliver to the depositary designated in the Offer: Paying Agent (iA) a letter of transmittal with respect to the such Stockholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates a Certificate or Certificates representing the Shares, if applicable, or, in the case of a book-entry transfer of any uncertificated Shares, such Subject Shares or an “agent’s message” (or such other evidence evidence, if any, of transfer as the depositary Paying Agent may reasonably request) in the case of a Book-Entry Share of any uncertificated Subject Shares, and (iiiC) all other documents or instruments required to be delivered by Stockholder pursuant to the terms of the Offer, and/or or (bii) instruct its and otherwise cause such Stockholder’s broker or and cause such other person who Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares in the Offer pursuant to and in accordance with clause (i) of this Section 1.1 and the terms and conditions of the Offer. Unless Each Stockholder agrees that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Expiration Date has occurredOffer, Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent. Notwithstanding the foregoing, if unless and until (A) the Offer shall have been terminated by the Purchaser in accordance with the terms of the Merger Agreement or the Expiration Date occurs, in each case after Stockholder has tendered any Shares in the Offer (B) this Agreement shall have been terminated in accordance with its terms; provided, however, that (x) a Stockholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Option held by such Stockholder and (y) a Stockholder shall not have any obligation under this Section 5, Stockholder may withdraw 1.1 to tender any such Subject Shares pursuant to and in accordance with the terms and conditions of the Offer, and Parent shall promptly return, and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder in into the Offer to extent such shares constitute Company RSUs or if that tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Notwithstanding anything to the contrary contained herein, the obligations of each Stockholder under this Agreement are several and not joint with any other Stockholder.

Agreement to Tender. Subject to (a) On the terms and subject to the conditions of this AgreementAgreement and unless this Agreement has been terminated in accordance with Section 4.01, unless the Expiration Date Merger Agreement has occurredbeen terminated in accordance with its terms or the Offer shall have terminated or shall have expired, the Stockholder shall validly agrees to accept the Offer with respect to all the Shares beneficially owned by the Stockholder and to tender, or instruct cause to be tendered, all such Stockholder’s broker or such other Person that is the holder of record of the Shares to tenderShares, (and shall not withdraw) the Shares (including any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the Offer. Unless Such tender shall be made no later than the Expiration Date has occurred, Stockholder shall, pursuant to and in accordance with the terms and conditions 5th business day after commencement of the Offer. Without limiting the generality of the foregoing, the Stockholder shall (ai) deliver to the depositary designated in Paying Agent (A) to the Offer: (i) extent applicable, a letter of transmittal with respect to the Stockholder’s Shares complying with the terms of the Offer, (iiB) certificates representing to the Shares, if extent applicable, or, in the case of a book-entry transfer of any uncertificated Certificate representing such Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, and (iiiC) all other documents or instruments instruments, to the extent applicable, required to be delivered by Stockholder other holders of Company Common Stock pursuant to the terms of the Offer, and/or or (bii) instruct its and otherwise use reasonable efforts to cause the Stockholder’s broker or and, if applicable, such other person who that is the holder of record of any Shares beneficially owned by the Stockholder, to tender such Shares in the Offer pursuant to and in accordance with this Section 1.01(a) and the terms and conditions of the Offer. Unless the Expiration Date has occurred, The Stockholder shall not tender the withdraw, or cause to be withdrawn, any Shares into any exchange or tender offer commenced by a Person other than Parent. Notwithstanding the foregoing, if tendered pursuant to the Offer shall have been unless this Agreement is terminated pursuant to Section 4.01 or the Offer is terminated in accordance with the terms of the Merger Agreement or Agreement. Merger Sub shall pay the Expiration Date occurs, in each case after Stockholder has tendered for any Shares in the Offer in accordance with this Section 5, Stockholder may withdraw any such Shares pursuant to tendered (and not withdrawn) in accordance with the terms and conditions provisions of the Offer, Merger Agreement. The Stockholder agrees to (x) permit Parent and Parent shall promptly return, Merger Sub to publish and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder disclose in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with the SEC), its identity and ownership of Shares, the nature of its commitments under this Agreement and any other information required by applicable Law or the rules and regulations of any applicable United States securities exchange or regulatory or Governmental Entity, subject to the Stockholder’s prior approval (not to be unreasonably withheld) and (y) promptly provide to Parent or Merger Sub, as applicable, any such information. The Stockholder shall promptly notify Parent of any required corrections of which the Stockholder becomes aware with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any shall have become false or misleading in any material respect. The Stockholder shall not issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement and the Merger Agreement without the prior written consent of Parent, except as such release or statement may be required by applicable Law or the rules and regulations of any applicable United States securities exchange or regulatory or Governmental Entity to which Stockholder is subject or submits.

Agreement to Tender. Subject The Shareholder hereby agrees to validly tender or cause to be tendered in the Offer all the Shares pursuant to and in accordance with the terms of the Offer as promptly as practicable after commencement of the Offer, but in any event no later than five business days after receipt by the Shareholder of all documents or instruments required to be delivered pursuant to the terms of the Offer. In furtherance of the foregoing, the Shareholder shall (i) deliver to the depositary designated in the Offer (the "Depositary") (A) a letter of transmittal with respect to his Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Shares or an "agent’s message" (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Shares and conditions (C) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders of this Agreementthe Company pursuant to the terms of the Offer, unless the Expiration Date has occurred, Stockholder shall validly tender, or and/or (ii) instruct such Stockholder’s his broker or such other Person that is the holder of record of the any Shares to tender, (and shall not withdraw) the tender such Shares (including any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the OfferOffer and this Agreement. Unless The Shareholder agrees that once his Shares are tendered, the Expiration Date has occurred, Stockholder shall, pursuant Shareholder will not withdraw or cause to and in accordance with the terms and conditions be withdrawn any of such Shares from the Offer, (a) deliver to the depositary designated in the Offer: (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing the Shares, if applicable, or, in the case of a book-entry transfer of any uncertificated Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, unless and (iii) all other documents or instruments required to be delivered by Stockholder 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 to tender such Shares in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date has occurred, Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent. Notwithstanding the foregoing, if the Offer until this Agreement shall have been terminated in accordance with Section 13(d). Upon the terms end of the Agreement Period, Parent shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement or in a manner adverse to the Expiration Date occurs, in each case after Stockholder has tendered Shareholder (other than any Shares in the Offer in accordance with this Section 5, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions extension of the Offer, and Parent shall promptly return, and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder in the Offer to Stockholderthe extent permitted in the Merger Agreement) without obtaining the Shareholder's prior written consent.

Agreement to Tender. Subject Unless the parties to the terms and conditions Merger Agreement have agreed to an amendment to the Merger Agreement that is materially adverse to the Stockholder Parties without the consent of this Agreement, unless the Stockholder Parties (a “Material Modification”) or the Expiration Date or a Company Adverse Recommendation Change has occurred, such Stockholder shall validly tenderParty shall, or instruct such Stockholder’s broker or such other Person that is as promptly as practicable following the holder of record commencement of the Shares to tenderOffer, validly tender (and shall not withdraw) the ), or cause to be validly tendered (and not withdrawn), its Subject Shares (including any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the Offer. Unless the Expiration Date Date, a Material Modification or a Company Adverse Recommendation Change has occurred, such Stockholder Party shall, as promptly as practicable following the commencement of the Offer, pursuant to and in accordance with the terms and conditions of the Offer, (a) deliver (or cause to be delivered) to the depositary designated in the Offer: , (i) a letter of transmittal with respect to the its Subject Shares complying with the terms of the Offer, (ii) certificates representing the its Subject Shares, if applicable, or, in the case of a book-entry transfer of any uncertificated Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, and (iii) all other documents or instruments reasonably required to be delivered by Stockholder 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 of its Subject Shares to validly and properly tender such Subject Shares in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date Date, a Material Modification or a Company Adverse Recommendation Change has occurred, such Stockholder Party shall not tender the Subject Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any other Subsidiary of Parent. Notwithstanding the foregoing, if (x) the Expiration Date, a Material Modification or a Company Adverse Recommendation Change occurs (y) the Merger Agreement is terminated or (z) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or the Expiration Date occursAgreement, in each case after the Stockholder Party has tendered any of its Subject Shares in the Offer in accordance with this Section 53, the Stockholder Party may withdraw any such Subject Shares pursuant to and in accordance with the terms and conditions of from the Offer, and Parent shall promptly return, and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder in the Offer to Stockholder.