Tender Agreement. (a) The Principal Shareholder hereby agrees that it shall promptly (and in any event within ten business days) following the commencement of the Offer, tender pursuant to the letter of transmittal included in the Offer Documents, the certificates representing all of the Shares. The Principal Shareholder shall also deliver in connection therewith all other customary documents or instruments required to be delivered pursuant to the terms of the Offer Documents. The Principal Shareholder shall not, subject to applicable law, withdraw the tender of Shares effected in accordance with this Section 1.1 except if there is any amendment that adversely affects the Principal Shareholder. (b) Except as provided in clause (a) above, during the time this Agreement is in effect, the Principal Shareholder hereby agrees that it shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of or transfer (whether by operation of law or by agreement or otherwise), any Shares, or any right, title or interest therein or thereto or enter into any contract, option or other agreement or understanding with respect to any of the foregoing.
Appears in 2 contracts
Sources: Voting and Tender Agreement (International Flavors & Fragrances Inc), Voting and Tender Agreement (Bush Boake Allen Inc)
Tender Agreement. (a) The Principal Shareholder hereby ---------------- agrees that it shall promptly (and in any event within ten business days) following the commencement of the Offer, tender pursuant to the letter of transmittal included in the Offer Documents, the certificates representing all of the Shares. The Principal Shareholder shall also deliver in connection therewith all other customary documents or instruments required to be delivered pursuant to the terms of the Offer Documents. The Principal Shareholder shall not, subject to applicable law, withdraw the tender of Shares effected in accordance with this Section 1.1 except if there is any amendment that adversely affects the Principal Shareholder.
(b) Except as provided in clause (a) above, during the time this Agreement is in effect, the Principal Shareholder hereby agrees that it shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of or transfer (whether by operation of law or by agreement or otherwise), any Shares, or any right, title or interest therein or thereto or enter into any contract, option or other agreement or understanding with respect to any of the foregoing.
Appears in 1 contract
Sources: Voting and Tender Agreement (International Flavors & Fragrances Inc)