Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder.
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Purchaser agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company.
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: XXX XXXXX AND COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman and Chief Executive Officer MERGER SUB: BALD EAGLE ACQUISITION CORPORATION By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDER: BAY CITY CAPITAL FUND V, L.P. By: Bay City Capital Management V LLC, Its General Partner By: Bay City Capital LLC, Its Manager By: /s/ Xxxx Craves Name: Xxxx Craves Title: Managing Director Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P. By: Bay City Capital Management V LLC, Its General Partner By: Bay City Capital LLC, Its Manager By: /s/ Xxxx Craves Name: Xxxx Craves Title: Managing Director Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 BAY CITY CAPITAL, LLC By: /s/ Xxxx Craves Xxxx Craves, Manager Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Schedule A Name of Stockholders Shares of Company Common Stock Company Stock Options Company RSUs Bay City Capital Fund V, L.P. 3,441,075 N/A N/A Bay City Capital Fund V Co-Investment Fund, L.P. 65,572 N/A N/A Bay City Capital LLC 6,000 38,688 3,000
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. The parties are executing this Agreement on the date set forth in the introductory clause. DARÉ BIOSCIENCE, INC. By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, CEO STOCKHOLDERS POLARIS VENTURE PARTNERS IV, L.P By: Polaris Venture Management Co. IV, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P. By: Polaris Venture Management Co. IV, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS V, L.P By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact [Signature Page to Support Agreement] POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND V, L.P. By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS FOUNDERS’ FUND V, L.P. By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS SPECIAL FOUNDERS’ FUND V, L.P By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact STOCKHOLDER /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxxxxxx X. X. Xxxxxxx Name: Xxxxxxxxxxx X. X. Xxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx X. Xxxxxx Name: Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxx X. XxXxx Name: Xxxxxxx X. XxXxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx Xxxx Xxxxxxxxx Name: Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Stockholder Address for Notices: E-mail: Facsimile: Schedule A Name of Stockholder Number of Shares of Company Common Stock Company Stock Options Company Warrants Xxxxxx X. Xxxxxxxx 13,104 42,000 Xxxx X...
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. The parties are executing this Agreement on the date set forth in the introductory clause. XXXXXXXXXX.XXX, INC. By: Name: Xxxx Xxxxxxxx Title: Executive Vice President, Corporate Development & Salesforce Ventures SAUSALITO ACQUISITION CORP. By: Name: Xxxx Xxxxxxxx Title: Vice President STOCKHOLDER XXXXXXXXX XXXXXX By: Name: Xxxxxxxxx Xxxxxx STOCKHOLDER XXXXXXXXXXX XXXXXX By: Name: Xxxxxxxxxxx Xxxxxx STOCKHOLDER XXXXXXX XXXXXXXX By: Name: Xxxxxxx Xxxxxxxx STOCKHOLDER XXXXXXX X. XXXXXXXX & DELLE X. XXXXXXX TRUST DATED 3/24/2008 By: Name: Xxxxxxx Xxxxxxxx Title: Trustee Annex I FORM OF CONVERSION DOCUMENT Date: [ ] American Stock Transfer and Trust Company 0000 00xx Xxxxxx, Xxxxxxxx Xxx Xxxx 00000 Email: xxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx and xxxxxxxx@xxxxxxxxxxxx.xxx Re: Conversion of Tableau Software, Inc. Class B Common Stock to Class A Common Stock Dear Sir/Madam: [ ] (“Entity Stockholder”) currently holds shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of Tableau Software, Inc. (the “Company”). Each share of Class B Common Stock has ten (10) votes per share, whereas each share of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Company has one (1) vote per share. As of the date hereof, shares of Class B Common Stock cannot be traded on the New York Stock Exchange (NYSE) or transferred to a brokerage account until such shares have been converted to shares of Class A Common Stock on a 1:1 basis by completing an irrevocable election to convert. The Entity Stockholder hereby elects, pursuant to Section D.5.a of Article IV of the Amended and Restated Certificate of Incorporation of the Company, to effect the conversion of [NUMBER] shares of the Company’s Class B Common Stock held by the Entity Stockholder into an equal number of fully paid and non-assessable shares of Class A Common Stock. The Entity Stockholder understands and acknowledges that this election to convert is irrevocable and will be effective as to the number of shares of Class B Common Stock specified in the immediately preceding sentence and held by the Entity Stockholder in the AST Account below, without any further action by it upon delivery of this election notice to American Stock Transfer and Trust Company. AST Account Number This Convers...
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Xxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: XXX XXXXX AND COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chair and Chief Executive Officer MERGER SUB: YOSEMITE FALLS ACQUISITION CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS:
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Xxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: XXXXXX RESTAURANTS, INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: President and Chief Executive Officer MERGER SUB: RUBY ACQUISITION CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President COMPANY: RUTH’S HOSPITALITY GROUP, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President and Chief Executive Officer STOCKHOLDERS By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Address or E-mail: [**] By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Address or E-mail: [**] By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Address or E-mail: [**] [Signature Page to Tender and Support Agreement] By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Address or E-mail: [**] By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Address or E-mail: [**] By: /s/ Xxxxxxx X’Xxxxxxx Name: Xxxxxxx X’Xxxxxxx Address or E-mail: [**] By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Address or E-mail: [**] By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Address or E-mail: [**] By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Address or E-mail: [**] By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Address or E-mail: [**] By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Address or E-mail: [**]
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Xxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. Parent and Xxxxxx Sub agree that no Stockholder shall be liable in his, her or its capacity as a stockholder of the Company for claims, losses, damages, expenses, liabilities or obligations arising under the Merger Agreement. Notwithstanding anything to the contrary in this Agreement, this Agreement may only be enforced against, and any claim or cause of action based upon, or arising under, this Agreement may only be brought against, the persons that are expressly named as parties hereto and their respective successors and assigns.
Stockholder Obligation Several and Not Joint. The obligations of each MHR Stockholder hereunder shall be several and not joint, and no MHR Stockholder shall be liable for any breach of the terms of this Agreement by any other MHR Stockholder.
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the date first written above. ZENECA, INC. By: Name: Title: ZANZIBAR ACQUISITION CORP. By: Name: Title: [Signature Page to Tender and Support Agreement] If an individual: STOCKHOLDER Name: Number of Shares: Facsimile: Address: If an entity: STOCKHOLDER [Insert name of Stockholder] By: Name: Title: Number of Shares: Facsimile: Address: Schedule A Name of Stockholder Number of Shares Alta Partners VIII, L.P. 2,646,643 Devon Park Bioventures, L.P. 2,576,723 Devon Park Associates, L.P. 9,748 Sofinnova Venture Partners VIII, L.P. 609,455 D. Xxxxxxx Xxxxxx 216,169 Xxxxxx Xxxxxxx 186,923 Total 6,245,661 [Schedule A to Tender and Support Agreement]
