Tender and Support Agreement. The Company has delivered to Purchaser, simultaneously with the execution of this Agreement, Tender and Support Agreements in substantially the form attached hereto as Exhibit A whereby Xxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxxxx and Horizon BioMedical Ventures, LLC agree to tender each of their Shares in the Offer. Such Tender and Support Agreements shall terminate upon termination of this Agreement in accordance with the terms of this Agreement.
Tender and Support Agreement. The following is a summary of the material provisions of the Tender and Support Agreement (as defined below). The following description of the Tender and Support Agreement is only a summary and is qualified in its entirety by reference to the Tender and Support Agreement, a copy of which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into a Tender and Support Agreement, dated as of January 5, 2019 (as may be amended from time to time, the “Tender and Support Agreement”) with Aisling Capital III, LP (the “Supporting Stockholder”), which beneficially owned 2,038,920 Shares (or approximately 6.6% of the outstanding Shares) as of January 5, 2019. Xxxxx expressly disclaims beneficial ownership of all Shares covered by the Tender and Support Agreement. The Tender and Support Agreement provides that, no later than 10 business days after the commencement of the Offer, the Supporting Stockholder will tender into the Offer, and not withdraw, all outstanding Shares the Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) as of the date of the Tender and Support Agreement or that the Supporting Stockholder acquires record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of after such date during the Support Period (as defined below) (collectively, the “Subject Shares”). During the period from January 5, 2019 until the termination of the Tender and Support Agreement (the “Support Period”), the Supporting Stockholder has agreed to vote (i) against any Company Takeover Proposal (as defined Table of Contents below), (ii) against any change in membership of the Loxo Oncology Board that is not recommended or approved by the Loxo Oncology Board and (iii) against any other proposed action, agreement or transaction involving Loxo Oncology that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger or the other Transactions. During the Support Period, Xxxxx is appointed as the Supporting Stockholder’s attorney-in-fact and proxy to so vote its Subject Shares.
Tender and Support Agreement. At the request of and as a condition to NRC's execution of the Merger Agreement, on June 19, 2013, NRC US Holdings Company, Purchaser, and the Tendering Stockholders entered into the Tender and Support Agreement, pursuant to which the Tendering Stockholders have agreed to validly tender into the Offer all Shares held by them. As of the date of this Offer to Purchase, the Tendering Stockholders own an aggregate of 5,865,433 Shares, or approximately 9.8% of the Shares on a fully diluted basis. Assuming conversion of all convertible notes held by them, the Tendering Stockholders would own an aggregate of 53,136,263 Shares, or approximately 88.7% of the Shares on a fully diluted basis. Pursuant to the Tender and Support Agreement, the Tendering Stockholders have agreed that at every meeting of Op-Tech stockholders called, and at every adjournment or postponement thereof, such Tendering Stockholder shall, or shall cause the holder of record on any applicable record date to, vote the Shares (to the extent that any of the Shares are not purchased in the Offer) (1) in favor of (a) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, and (b) approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the approval and adoption of the Merger Agreement on the date on which such meeting is held, (2) against (a) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (b) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Op-Tech or its subsidiary, (c) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to NRC of the transactions contemplated by the Merger Agreement, or (d) any action, proposal, transaction or agreement that would reasonably be expected to result in (i) a breach of any covenant, representation or warranty or other obligation or agreement of Op-Tech under the Merger Agreement or of such Tendering Stockholder under the Tender and Support Agreement or (ii) the failure of any offer condition in the Merger Agreement to be satisfied, and (3) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered...
Tender and Support Agreement. In connection with the Merger Agreement, certain stockholders each entered into a Tender and Support Agreement, dated as of January 10, 2011, and one stockholder entered into a Tender and Support Agreement, dated as of January 12, 2011, in each case with IDEX and the Purchaser, each of which we refer to as a “Support Agreement.” The following summary of certain provisions of the Support Agreements is qualified in its entirety by reference to the Support Agreements, which are incorporated herein by reference. We have filed copies of the Support Agreements as exhibits to the Schedule TO. Stockholders and other interested parties should read the Support Agreements in their entirety for a more complete description of the provisions summarized below. Each of Xxxxx X. Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx Xxxxxx, Xxx Xxxxxx Xxx, Xxxx X. Xxxxxxx, Xxxxx Xxx and Xxxxxxx X. Xxxxxxxx (collectively, the “Specified Stockholders” and each a “Specified Stockholder”) is a party to a Support Agreement and has agreed to tender, or cause to be tendered in the Offer any Shares he or she holds as of or acquires after the date of his or her Support Agreement, free and clear of all liens or other encumbrances, promptly following the commencement of the Offer. Each of the Specified Stockholders has also agreed not to withdraw his or her Shares once tendered, or cause his or her Shares to be withdrawn, from the Offer at any time. If the Offer is terminated or withdrawn by the Purchaser, or the Merger Agreement is terminated prior to the completion of the Offer, IDEX and the Purchaser are required to promptly return, and shall cause the Depositary to return, all tendered Shares to the registered holders of the Shares tendered in the Offer. If the Merger is completed, each of the Specified Stockholders has agreed to waive and not to exercise any appraisal rights nor to dissent from the Merger. Each Specified Stockholder agrees to vote all Shares beneficially owned or controlled by such Specified Stockholder, in connection with any meeting of Microfluidics’ stockholders or any action by written consent in lieu of a meeting of stockholders: • in favor of the Merger or any other transaction pursuant to which IDEX proposes to acquire Microfluidics, whether by tender offer, merger or otherwise, in which Microfluidics’ stockholders would receive consideration per Share equal to or greater than the consideration to be received by such...
Tender and Support Agreement. Except as amended by this Amendment, the Tender and Support Agreement shall remain in full force and effect.
Tender and Support Agreement. The following is a summary of the material provisions of the Tender and Support Agreement (as defined below). The following description of the Tender and Support Agreement is only a summary and is qualified in its entirety by reference to the Tender and Support Agreement, a copy of which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Tender and Support Agreement, you are encouraged to read the full text of the form of Tender and Support Agreements. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into a Tender and Support Agreement dated May 9, 2018 (the “Tender and Support Agreement”) with Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx, XIV, LLC, KPCB XIV Founders Fund, LLC, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx XCI, LLC, KPCB XVI Founders Fund, LLC, OrbiMed Private Investments IV, LP, OrbiMed Private Investments V, LP, Quan Venture Fund I, L.P., Decheng Capital China Life Sciences USD Fund II, L.P. and Xxxxx Xxx Xxxxxxxxxx (each a “Supporting Stockholder”). As of May 9, 2018, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx, XIV, LLC owned 3,475,576 Shares (or approximately 11.4% of all Shares outstanding as of May 9, 2018), KPCB XIV Founders Fund, LLC owned 294,029 Shares (or approximately 1.0% of all Shares outstanding as of May 9, 2018), Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx XVI, LLC owned 480,625 Shares (or approximately 1.6% of all Shares outstanding as of May 9, 2018), KPCB XVI Founders Fund, LLC owned 16,453 Shares (or approximately .0005% of all Shares outstanding as of May 9, 2018), OrbiMed Private Investments IV, LP owned 3,709,356 Shares (or approximately 12.2% of all Shares outstanding as of May 9, 2018), OrbiMed Private Investments V, LP owned 409,547 Shares (or approximately 1.3% of all Shares outstanding as of May 9, 2018), Quan Venture Fund I, L.P. owned 404,900 Shares (or approximately 1.3% of all Shares outstanding as of May 9, 2018), Decheng Capital China Life Sciences USD Fund II, L.P. owned 1,214,700 Shares (or approximately 4.0% of all Shares outstanding as of May 9, 2018), and Xxxxx Xxx Xxxxxxxxxx owned 809,865 Shares (or approximately 2.7% of all Shares outstanding as of May 9, 2018). As of May 9, 2018, the Supporting Stockholders collectively beneficially owned, in the aggregate, 10,815,051 Shares (or approximately 35.6% of all Shares outstanding as of May 9, 2018). Xxxxx expressly disclaims beneficial ownership of all Shares covered by the Tender and Support Ag...
