Common use of Tender Agreement Clause in Contracts

Tender Agreement. (i) Each Shareholder shall validly tender for sale to Merger Subsidiary, pursuant to the terms of the Offer and Rule 14d-2 under the Exchange Act, no later than the tenth business day after commencement of the Offer or, if later, the fifth business day following receipt of the applicable Offer Documents, the Shares then owned of record or beneficially by such Shareholder and (ii) except as provided in clause (a)(i) above, during the time this Agreement is in effect, each Shareholder shall not transfer, sell, give, assign, distribute, hypothecate, pledge, encumber, grant a security interest in, enter into any contract, option or other agreement or understanding with respect to, or otherwise dispose of (whether by operation of law or by agreement or otherwise), any Shares, or any right, title or interest therein or thereto. Each Shareholder hereby acknowledges and agrees that Sprint’s and Merger Subsidiary’s obligation to accept for payment and pay for the Shares in the Offer, including all Shares beneficially owned by such Shareholder, is subject to the terms and conditions of the Offer and the Merger Agreement. (b) Each Shareholder shall not, subject to applicable Law, withdraw the tender of its Shares effected in accordance with the foregoing paragraph (a); provided, however, each Shareholder may decline to tender, or may withdraw, any and all of such Shares, if (i) without the prior written consent of such Shareholder, Sprint and/or Merger Subsidiary shall amend the Offer to (A) reduce the price per share to be paid to less than $6.25 per share, net to the seller in cash, (B) reduce the number of Shares subject to the Offer, (C) change the form of consideration payable in the Offer, or (D) amend or modify any term or condition of the Offer in a manner adverse to the shareholders of the Company; or (ii) any Governmental Entity shall have issued a final, nonappealable order, decree or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting, such Shareholder from tendering Shares.

Tender Agreement. (ia) Each Shareholder Stockholder shall validly tender for sale to Merger SubsidiaryBuyer, pursuant to the terms of the Offer and Rule 14d-2 under the Exchange ActOffer, no later than the tenth business day after commencement of the Offer or, if later, the fifth business day following receipt of the applicable Offer Documents, the Shares (other than the Schedule A Shares) then owned of record or beneficially by such Shareholder and (ii) except Stockholder, provided that at such time as provided in clause (a)(i) above, during the time this Agreement is in effect, each Shareholder shall not transfer, sell, give, assign, distribute, hypothecate, pledge, encumber, grant a security interest in, enter into any contract, option or other agreement or understanding restrictions lapse with respect toto any Schedule A Shares owned by such Stockholder, or otherwise dispose of (whether by operation of law or by agreement or otherwise), any Shares, or any right, title or interest therein or theretoif there is a subsequent offering period such Stockholder will promptly tender such Schedule A Shares in such subsequent offering period. Each Shareholder Stockholder hereby acknowledges and agrees that Sprint’s and Merger SubsidiaryBuyer’s obligation to accept for payment and pay for the Shares in the Offer, including all Shares beneficially owned by such ShareholderStockholder, is subject to the terms and conditions of the Offer and the Merger Agreement. (b) Each Shareholder Stockholder shall not, subject to applicable Law, withdraw the tender of its Shares effected in accordance with the foregoing paragraph (a); provided, however, each Shareholder Stockholder may decline to tender, or may withdraw, any and all of such Shares, if (i) without the prior written consent of such ShareholderStockholder, Sprint and/or Merger Subsidiary Buyer shall amend the Offer to (A) reduce the price per share to be paid to less than $6.25 24.00 per share, net subject to the seller in cashany required withholding taxes, (B) reduce the number of Shares subject to the Offer, (C) change the form of consideration payable in the Offer, or (D) amend or modify any term or condition of the Offer in a manner adverse to the shareholders of the CompanyStockholders; or (ii) any Governmental Entity shall have issued a final, nonappealable order, decree or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting, such Shareholder Stockholder from tendering its Shares.

Tender Agreement. (i) Each Shareholder The Principal Stockholder shall validly tender for sale to Merger Subsidiary, pursuant to the terms of the Offer and Rule 14d-2 under the Exchange Act, no later than the tenth business day after commencement of the Offer or, if later, the fifth business day following receipt of the applicable Offer Documents, the Company Shares then owned of record or beneficially by such Shareholder the Principal Stockholder and (ii) except as provided in clause (a)(i) above, during the time this Agreement is in effect, each Shareholder the Principal Stockholder shall not transfer, sell, give, assign, distribute, hypothecate, pledge, encumber, grant a security interest in, enter into any contract, option or other agreement or understanding with respect to, or otherwise dispose of (whether by operation of law or by agreement or otherwise), any Company Shares, or any right, title or interest therein or thereto. Each Shareholder The Principal Stockholder hereby acknowledges and agrees that Sprint’s Parent's and Merger Subsidiary’s 's obligation to accept for payment and pay for the Company Shares in the Offer, including all Company Shares beneficially owned by such Shareholderthe Principal Stockholder, is subject to the terms and conditions of the Offer and the Merger Agreement. (b) Each Shareholder The Principal Stockholder shall not, subject to applicable Lawlaw, withdraw the tender of its Company Shares effected in accordance with the foregoing paragraph (a); provided, however, each Shareholder the Principal Stockholder may decline to tender, or may withdraw, any and all of such Company Shares, if (i) without the prior written consent of such Shareholderthe Principal Stockholder, Sprint Parent and/or Merger Subsidiary shall amend the Offer to (A) reduce the price per share to be paid to less than $6.25 3.00 per share, net to the seller in cash, (B) reduce the number of Common Shares subject to the Offer, (C) change the form of consideration payable in the Offer, or (D) amend or modify any term or condition of the Offer in a manner adverse to the shareholders stockholders of the Company; or (ii) any Governmental Entity governmental entity shall have issued a final, nonappealable order, decree or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting, such Shareholder the Principal Stockholder from tendering Company Shares; or (iii) the Company's board of directors has not recommended to stockholders of the Company, or has withdrawn its recommendation, that such stockholders accept the Offer and tender their Company Shares pursuant to the Offer and approve and adopt the Merger Agreement and Merger. (c) The Principal Stockholder hereby permits Parent and Merger Subsidiary 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) its identity and ownership of the Company Shares and the nature of its commitments, arrangements and undertakings under this Agreement, subject to providing a copy of such disclosure to the Principal Stockholder and considering any reasonable comments thereon provided by the Principal Stockholder.