Tender Agreements Sample Clauses

Tender Agreements. All of the Persons listed in Section 3.27 of the Company Disclosure Letter have executed and delivered to Parent Tender Agreements.
Sample 1Sample 2
AutoNDA by SimpleDocs
Tender Agreements. The following is a summary of the material provisions of the Tender Agreements, the form of which is filed as an exhibit to the Schedule TO. The summary is qualified in its entirety by reference to the Tender Agreements, which are incorporated by reference herein. Concurrently with entering into the Merger Agreement, Intersil and the Purchaser entered into Tender and Voting Agreements (the “Tender Agreements”) with certain directors and principal stockholders of the Company (the “Tendering Stockholders”). Pursuant to the Tender Agreements, the Tendering Stockholders have agreed, among other things, to tender Shares held by them on the date of the Tender Agreement or acquired after that date to the Purchaser in the Offer and to vote such Shares in favor of the Merger. Based on information provided by the Tendering Stockholders, an aggregate of 4,985,176 Shares, representing approximately 20% of the outstanding Shares (calculated in the same manner as the Minimum Condition) as of February 28, 2010, will be tendered by the Tendering Stockholders in the Offer. Pursuant to the Tender Agreements, each Tendering Stockholder has agreed to tender and not to withdraw such Shares into the Offer no later than the fifth business day following commencement of the Offer (or, with respect to any Shares acquired after the date of the Tender Agreements, the later of such fifth business day or the fifth business day after acquisition of the Shares but in any event prior to the Expiration Date). Except as otherwise agreed to in writing by Intersil in advance, each Tendering Stockholder has also agreed that until the
Sample 1
Tender Agreements. (a) The parties hereby acknowledge that Baxter Affiliates and the Nexell European Affiliate have entered into certain agreements relating to Baxter tenders (the "Tender Agreements") pursuant to which Baxter will remain a party to certain tenders with the Governments of France, Italy, Portgual and Spain relating to the provision and servicing of cell therapies products, equipment, apparatus and instruments ("Tenders") because such Tenders have not been delivered to Nexell California in accordance with Section 2.4 of the Asset Transfer Agreement, and the parties nonetheless desire to transfer Xxxxxx'x assets on the ROW Asset Transfer Closing Date in accordance with the Asset Transfer Agreement. The parties further acknowledge that Baxter Affiliates and the Nexell European Affiliate have entered into certain business transfer agreements (the "Business Transfer Agreements") reciting the transfer of the ROW Transferred Assets in France, Italy, Portugal and Spain in accordance with the Asset Transfer Agreement.
Sample 1
Tender Agreements. In connection with the Merger Agreement, the following persons (each, a “Committed Stockholder”) entered into a separate Tender Agreement, dated as of October 21, 2016, with Parent and the Purchaser: Scale Venture Partners II, LP, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxx and Xxxxxxx XxXxxxxxx. We refer to these agreements collectively as the “Tender Agreements.” The Committed Stockholders constitute certain directors of Everyday Health, the management team and certain other stockholders. The following summary of certain provisions of the Tender Agreements is qualified in its entirety by reference to the form of Tender Agreement itself, which is incorporated herein by reference. A copy of the form of Tender Agreement is incorporated by reference as an exhibit to the Schedule TO. Each of the Tender Agreements entered into by the Committed Stockholders is in substantially the same form as the form of Tender Agreement. Stockholders and other interested parties should read the form of Tender Agreement in its entirety for a more complete description of the provisions summarized below. Pursuant to the Tender Agreements, the persons listed above have collectively agreed to tender approximately 813,936 Shares, or approximately 2.4% of the Shares outstanding on October 21, 2016, the date of the Tender Agreements. Pursuant to the Tender Agreements, each of the Committed Stockholders agreed to tender in the Offer any Shares he or she holds or acquires after October 21, 2016, free and clear of all liens or other encumbrances, promptly following the commencement of the Offer. Each of the Committed Stockholders has also agreed not to withdraw his or her Shares, or cause his or her Shares to be withdrawn, from the Offer unless and until (i) the Offer is terminated in accordance with the Merger Agreement, (ii) the Offer expires without Purchaser having accepted for payment Shares tendered in the Offer or (iii) the Tender Agreement terminates in accordance with its terms. Each of the Committed Stockholders agreed, while the Tender Agreement is effective, to appear, or otherwise cause any Shares he or she holds to be counted as present for purposes of calculating a quorum, at any meeting of the stockholders of Everyday Health and to vote, or cause to be voted, all Shares he or she holds (i) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or...
Sample 1
Tender Agreements. Promptly following the public announcement of this Agreement, Company shall provide tender agreements (substantially in the form of the Tender Agreements) to up to ten (10) stockholders of the Company designated in writing by Parent and Merger Sub. Each of Parent, Merger Sub and Company shall request that such stockholders execute such tender agreements and make commercially reasonable efforts to effect such execution.
Sample 1
Tender Agreements 
Sample 1Sample 2Sample 3See All (46)

Related to Tender Agreements

  • 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.

  • Joinder Agreements If, at the option of the Borrower or as required pursuant to Section 4.13 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

  • 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.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor. In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Location of State Data”); Section 14 (“Fair Employment Practices and Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”).

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • 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.

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

Time is Money Join Law Insider Premium to draft better contracts faster.