Common use of Tender of Securities Clause in Contracts

Tender of Securities. Stockholder agrees, in exchange for the consideration described in the Merger Agreement, to (a) tender any Shares owned of record by Stockholder or for which Stockholder has sole dispositive power prior to the Commencement Date to Sub in the Offer not later than five (5) business days following the Commencement Date, and (b) tender any Shares acquired by Stockholder after the Commencement Date to Sub in the Offer not later than the earlier of (i) five (5) business days following the acquisition of such Shares or (ii) the Acceptance Date, and Stockholder shall not withdraw any Shares so tendered under clauses (a) and (b) above unless the Offer is terminated or this Agreement shall have been terminated in accordance with its terms; provided, however, that Stockholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Options held by such Stockholder or tender any Shares granted to such Stockholder under an employee benefit plan of the Company which are unvested and subject to any risk of forfeiture, and Stockholder shall not have any obligation under this Section 1.5 to tender such Stockholder’s Shares into the Offer if that tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act.

Tender of Securities. Stockholder Shareholder agrees, in exchange for the consideration described in the Merger Agreement, to (a) tender any Shares owned of record by Stockholder Shareholder or for which Stockholder Shareholder has sole dispositive power prior to the Commencement Date to Sub in the Offer not later than five (5) business days following the Commencement Date, and (b) tender any Shares acquired by Stockholder Shareholder after the Commencement Date to Sub in the Offer not later than the earlier of (i) five (5) business days following the acquisition of such Shares or (ii) the Acceptance Date, and Stockholder Shareholder shall not withdraw any Shares so tendered under clauses (a) and (b) above unless the Offer is terminated or this Agreement shall have been terminated in accordance with its terms; provided, however, that Stockholder Shareholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Options held by such Stockholder Shareholder or tender any Shares granted to such Stockholder Shareholder under an employee benefit plan of the Company which are unvested and subject to any risk of forfeiture, and Stockholder Shareholder shall not have any obligation under this Section 1.5 to tender such StockholderShareholder’s Shares into the Offer if that tender could cause such Stockholder Shareholder to incur liability under Section 16(b) of the Exchange Act.

Tender of Securities. Stockholder agrees, in exchange for the consideration described in the Merger Agreement, to (a) tender any Shares owned of record by Stockholder or for which Stockholder has sole dispositive power prior to the Offer Commencement Date to Sub in the Offer not later than five (5) business days Business Days following the Offer Commencement Date, and (b) tender any Shares acquired by Stockholder after the Offer Commencement Date to Sub in the Offer not later than the earlier of (i) five (5) business days Business Days following the acquisition of such Shares or (ii) the Acceptance DateTime, and Stockholder shall not withdraw any Shares so tendered under clauses (a) and (b) above unless the Offer is terminated or this Agreement shall have been terminated in accordance with its terms; provided, however, that Stockholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Options held by such Stockholder or tender any Shares granted to such Stockholder under an employee benefit plan of the a Company Benefit Plan which are unvested and subject to any risk of forfeiture, and Stockholder shall not have any obligation under this Section 1.5 to tender such Stockholder’s Shares into the Offer if that tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act.