Tender of Shares. (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) chang...
Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite such Stockholder's name on Schedule I hereto (the "Existing Shares", and together with any shares acquired by such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of Company Options or by means of purchase, dividend, distribution or otherwise, the "Shares"), all of which are Beneficially Owned by such Stockholder. The Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by such Stockholder, is subject to the terms and conditions of the Offer.
Tender of Shares. Stockholder agrees: (i) to promptly (and, in any event, not later than five (5) Business Days after commencement of the Offer) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding Company Shares Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering Stockholder’s Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding Company Shares during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding Company Shares) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer, all of such additional Company Shares (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering Stockholder’s Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwise, and nothing herein shall prohibit Stockholder from exercising any Company Option or Company Warrants held by such Stockholder as of the date of this Agreement.
Tender of Shares. Agent, in its capacity as depositary, will receive tenders of the Shares. Subject to the terms and conditions of this Agreement, Agent is authorized to accept such tenders of the Shares in accordance with the Offer, and to act in accordance with the following instructions:
Tender of Shares. The Shareholder will validly tender (or cause the record owner of such Shares to validly tender) into the Offer (and not withdraw) and sell, pursuant to and in accordance with the terms of the Offer and the Offer Documents, the Shares not later than the tenth Business Day after commencement of the Offer, or with respect to any Shares acquired after such date, prior to the expiration of the Offer. In furtherance and without limiting the generality of the foregoing, no later than the tenth Business Day after the commencement of the Offer, the Shareholder shall (i) deliver or cause to be delivered to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to his or her Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (B) any certificates representing his or her Shares or an “agent’s message” (or such other evidence, if any, of transfer the depositary may reasonably request) in the case of book-entry transfer of any Shares and (C) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer or the Offer Documents, (ii) instruct and cause any other Person who is the holder of record of any Shares beneficially owned by the Shareholder (including the Shareholder’s broker) to validly tender into the Offer (and not withdraw) and sell such Shares pursuant to and in accordance with the terms and conditions of the Offer and the Offer Documents and (iii) take any and all other actions reasonably necessary to accomplish the foregoing. Merger Sub shall pay the Shareholder for any Shares validly tendered into the Offer (and not withdrawn) on the Expiration Date pursuant to the Offer in accordance with the provisions of the Merger Agreement. Upon the purchase of all the Shares by Merger Sub pursuant to the Offer in accordance with this Section 3.01, this Agreement will automatically terminate without any notice or other action required by any of the parties hereto, in accordance with Section 4.01 hereof. In the event that, notwithstanding the provisions of the first sentence of this Section 3.01, any Shares are for any reason not purchased pursuant to the Offer, such Shares will remain subject to the terms of this Agreement. The Shareholder acknowledges that Merger Sub’s obligation to accept for payment and pay for the Shares in the Offer is subject to all the terms and conditions of the Offer. Notwithstanding anything in this Agreement to the ...
Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the Shareholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and any shares of Common Stock acquired by the Shareholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Shares, the "Shares"). The Shareholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholder, is subject to the terms and conditions of the Offer.
Tender of Shares. Promptly following the commencement of the Offer, the Stockholder hereby agrees that the Stockholder (a) shall tender, or cause to be tendered, in the Offer, as promptly as practicable but in any event within three business days of the date of the commencement of the Offer, all of his Shares pursuant to the terms of the Offer and (b) shall not withdraw, or cause to be withdrawn, such Shares.
Tender of Shares. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite Stockholder's name on Schedule I hereto (the "EXISTING SECURITIES" and, together with any shares of Common Stock acquired by Stockholder (whether beneficially or of record) after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options or other rights to acquire Common Stock or in any other way, the "SECURITIES"), all of which are Beneficially Owned by Stockholder. If Stockholder acquires Securities after the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition. Stockholder hereby acknowledges and agrees that Parent's and Purchaser's obligation to accept for payment, purchase and pay for the Securities in the Offer, including the Securities Beneficially Owned by Stockholder, is subject to the terms and conditions of the Offer.
Tender of Shares. The Stockholder agrees to promptly (and, in any event, not later than two Business Days prior to the scheduled expiration date of the Offer) tender or cause to be tendered into the Offer, pursuant to and in accordance with the terms of the Offer, and not withdraw or cause to be withdrawn (except following the termination of the Offer in accordance with its terms), all of the Shares. The Stockholder acknowledges and agrees that Purchaser's obligation to accept for payment shares of Common Stock in the Offer, including any Shares tendered by a Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer.
Tender of Shares. (a) Provided that the Offer is not amended in a manner prohibited by the Merger Agreement, each Stockholder severally agrees to validly tender, pursuant to and in accordance with the terms of the Offer, not later than the close of business on the tenth (10th) calendar day after the Offer commences, all shares of Common Stock owned by such Stockholder as of the date of this Agreement and any shares of Common Stock hereafter acquired by such Stockholder (all such shares owned as of the date hereof and all such shares hereafter acquired, the “Shares”) and not to withdraw such tender. Each Stockholder hereby severally acknowledges and agrees that Purchaser’s obligation to accept for payment and pay for the Shares is subject to the terms and conditions of the Offer and the Merger Agreement.
