Tender of Subject Shares. (a) Purchaser and Merger Sub jointly and severally agree subject to the conditions of the Offer set forth in Exhibit A to the Merger Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence the Offer within five Business Days after Purchaser and the Company issue a public announcement of the execution of the Merger Agreement and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and the Merger Agreement, all shares of Common Stock tendered pursuant to the Offer.
Tender of Subject Shares. Subject to the terms of this Agreement (including Section 5.01), each Shareholder hereby agrees that, pursuant to and in accordance with the terms of the Offer, it shall (a) validly tender, or cause to be tendered, into the Offer no later than fifteen (15) Business Days after the commencement of the Offer, all of such Shareholder’s Subject Shares free and clear of all Liens (other than Permitted Liens), and (b) not withdraw, or cause to be withdrawn, his or its Subject Shares from the Offer, unless and until (x) the date the Offer shall have terminated or expired with no further extensions or re-extensions of the Offer being permitted or required pursuant to the Merger Agreement, or (y) this Agreement shall have been terminated in accordance with Section 5.01. Each Shareholder shall (i) deliver, or cause to be delivered, to the depositary designated in the Offer (A) a letter of transmittal with respect to such Shareholder’s Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing the Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the depositary designated in the Offer may reasonably request) in the case of a book-entry transfer of any Subject Shares and (C) all other documents or instruments reasonably required to be delivered by shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct such Shareholder’s broker or such other person that is the holder of record of such Shareholder’s Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer.
Tender of Subject Shares. Stockholder agrees to promptly (and, in any event, not later than five 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 Securities Exchange Act of 1934, all of the Subject Shares Owned by Stockholder as of the date of this Agreement (free and clear of any encumbrances or restrictions), and if Stockholder acquires Ownership of any additional Subject Shares after the date of this Agreement, to promptly (and, in any event, not later than two business days after Stockholder acquires Ownership of such additional Subject 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 Subject Shares (free and clear of any encumbrances or restrictions).
Tender of Subject Shares. Prior to the Termination Date, Stockholder agrees to promptly (and, in any event, not later than five business days after receipt by Stockholder of all documents and instruments enabling Stockholder to do so) validly tender or cause to be validly tendered in the Offer, pursuant to and in accordance with the terms of the Offer and Rule 14d-2 under the Securities Exchange Act of 1934, all of the Subject Shares Owned by Stockholder as of the date of this Agreement (free and clear of any encumbrances or restrictions), and if Stockholder acquires Ownership of any additional Subject Shares after the date of this Agreement, to promptly (and, in any event, not later than the later of (x) two business days after Stockholder acquires Ownership of such additional Subject Shares and (y) receipt by Stockholder of all documents and instruments enabling Stockholder to do so) validly tender or cause to be validly tendered in the Offer, pursuant to and in accordance with the terms of the Offer, all of such additional Subject Shares (free and clear of any encumbrances or restrictions).
Tender of Subject Shares. Prior to the Termination Date, Stockholder agrees to promptly (and, in any event, not later than five business days after receipt by Stockholder of all documents and instruments enabling Stockholder to do so) validly tender or cause to be validly tendered in the Offer, pursuant to and in accordance with the terms of the Offer and Rule 14d-2 under the Securities Exchange Act of 1934, all of the Subject Shares (free and clear of any encumbrances or restrictions).
Tender of Subject Shares. Stockholder agrees (i) to promptly (and, in any event, not later than five 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, all of the Subject Shares Owned by Stockholder as of the date of this Agreement (free and clear of any encumbrances or restrictions), and (ii) if Stockholder acquires Ownership of any additional Subject Shares after the date of this Agreement, to promptly (and, in any event, not later than two business days after Stockholder acquires Ownership of such additional Subject 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 Subject Shares (free and clear of any encumbrances or restrictions). Stockholder agrees not to withdraw, and agrees not to permit the withdrawal of, any of the Subject Shares from the Offer unless and until the Offer expires without Acquisition Sub having accepted for payment any shares of Company Common Stock tendered in the Offer. Stockholder acknowledges and agrees that Acquisition Sub's obligation to accept for payment shares of Company Common Stock validly tendered in the Offer, including any Subject Shares validly tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer. For all the Subject Shares validly tendered in the Offer and not withdrawn, provided that Acquisition Sub accepts for purchase and purchases shares of Company Common Stock pursuant to the Offer, Stockholder will be entitled to receive the highest price per share paid by Acquisition Sub for shares of Company Common Stock pursuant to the Offer.
Tender of Subject Shares. (i) Subject to the terms of this Agreement, each Stockholder agrees to tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances except for Permitted Encumbrances. Without limiting the generality of the foregoing, each Stockholder hereby agrees that promptly following, and in any event no later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or if such Stockholder has not received the Offer Documents by such time, within five (5) Business Days following receipt of such documents), such Stockholder shall (i) deliver pursuant to the terms of the Offer (A) a letter of transmittal covering all of such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a Certificate or Certificates (or affidavits of loss in lieu thereof) representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request) in the case of any Book-Entry Shares, and (C) all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer, and (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Shares beneficially owned by such Stockholder to tender such Shares free and clear of all Encumbrances (other than Permitted Encumbrances) in accordance with this Section 3(a) and the terms of the Offer. In the case of any Shares acquired by such Stockholder subsequent to the Agreement Date, within three (3) Business Days after such Stockholder acquires beneficial ownership of such Shares free and clear of all Encumbrances that would prevent, interfere with or impede the transfer of such Shares, such Stockholder shall take the actions specified in this Section 3(a) with respect to such Shares.
Tender of Subject Shares. (a) Each Stockholder will (1) effect a valid tender under and in accordance with the terms of the Offer, as soon as practicable after the Offer Commencement Date and in no event later than prior to the initially scheduled Expiration Date, of all that Stockholder's Subject Shares and (2) not withdraw or attempt to withdraw those tendered Subject Shares from the Offer until after the first to occur of (A) the termination of the Acquisition Agreement by the Company under Section 9.01(a)(4) thereof or (B) a termination of the Offer in accordance with its terms prior to the purchase by Sub of any Shares thereunder. Any tender of Subject Shares by a Stockholder in accordance with this Section 2 must include the physical delivery of certificates representing those Subject Shares and the execution and delivery of a properly completed letter of transmittal with respect thereto.
Tender of Subject Shares. Within 10 days after receipt by Shareholder of fully executed copies of the Master Agreement, Interpark Agreement to Tender and Waivers in accordance with Section 8.1(a) and subject to the Waivers being fully and validly effective and enforceable under applicable law and otherwise, Shareholder agrees, unless the Expiration Time shall have occurred, to validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer and, if applicable, Rule 14d-2 under the Securities Exchange Act of 1934, all of the Subject Shares Owned by Shareholder as of date the Subject Shares are tendered pursuant to the foregoing, and if Shareholder acquires Ownership of any additional Subject Shares after the date of the initial tender of Subject Shares pursuant to the foregoing and prior to the Expiration Time, to promptly (and, in any event, not later than the later of: (a) two Business Days after Shareholder acquires Ownership of such additional Subject Shares; and (b) 10 days after the Offer Commencement Date) 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 Subject Shares free and clear of any encumbrances or restrictions, other than those that arise under applicable Legal Requirements or this Agreement; provided, however, that Shareholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Options held by Shareholder.
Tender of Subject Shares. Stockholder agrees (i) to promptly (and, in any event, not later than five 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, all of
