Common use of Tender of Shares Clause in Contracts

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.

Appears in 9 contracts

Samples: Stockholder Option Agreement (Henkel Acquisition Corp Ii), Stockholder Option Agreement (Henkel Acquisition Corp Ii), Stockholder Option Agreement (Dep Corp)

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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 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the Stockholder's name on Schedule I hereto (the "EXISTING SECURITIES" andExisting Securities", and together with any shares of Common Stock acquired by the Stockholder (whether beneficially or of record) in any capacity 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 "SECURITIESSecurities"), all of which are Beneficially Owned by the 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. The Stockholder hereby 2 acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment, purchase payment and pay for the Securities in the Offer, including the Securities Beneficially Owned by the Stockholder, is subject to the terms and conditions of the Offer. (b) The Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement; provided that the Stockholder shall have a right to review and comment on such disclosure a reasonable time before it is publicly disclosed. 3.

Appears in 2 contracts

Samples: 3 Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp), Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp)

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 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the Stockholder's name on Schedule I hereto (the "EXISTING SECURITIES" andExisting Securities", and together with any shares of Common Stock acquired by the Stockholder (whether beneficially or of record) in any capacity 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 2 way, the "SECURITIESSecurities"), all of which are Beneficially Owned by the 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. The Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment, purchase payment and pay for the Securities in the Offer, including the Securities Beneficially Owned by the Stockholder, is subject to the terms and conditions of the Offer. (b) The Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement; provided that the Stockholder shall have a right to review and comment on such disclosure a reasonable time before it is publicly disclosed. 3.

Appears in 2 contracts

Samples: 4 Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp), Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp)

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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 SECURITIESExisting -------- 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 "SECURITIESSecurities"), 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.

Appears in 1 contract

Samples: Exhibit 1 (Berglass Robert H)

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