Common use of Tender of the Covered Securities Clause in Contracts

Tender of the Covered Securities. Each Stockholder agrees to (a) irrevocably tender the Covered Securities (or to cause the Covered Securities to be tendered) into the Offer no later than seven business days after the receipt by such Stockholder of all Offer Documents, including the letter of transmittal with respect to the Covered Shares and other documents or instruments required to be delivered pursuant to the terms of the Offer, (b) not withdraw the Covered Securities (or to not cause the Covered Securities to be withdrawn) from the Offer at any time (unless this Agreement is terminated in accordance with Section 5) and (c) take all actions (or to cause all actions to be taken by its Affiliates) necessary to effectuate the foregoing. In furtherance of the foregoing, at the time of such tender, each Stockholder shall (i) deliver to the depositary agent or paying agent designated in the Offer (A) a letter of transmittal with respect to the Covered Securities complying with the terms of the Offer, (B) a certificate or certificates representing the Covered Securities or an “agent’s message” (or such other evidence, if any, of transfer as the depositary agent or paying agent may reasonably request) in the case of a book-entry transfer of any Covered Securities and (C) all other documents or instruments, to the extent applicable, in the form required to be delivered by the other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Covered Securities to tender such Covered Securities pursuant to and in accordance with the terms of the Offer. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require any Stockholder or any of its Affiliates to exercise any stock option or other equity award or require any Stockholder to purchase any shares of Company Common Stock. Upon the termination of this Agreement, Parent and Acquisition Sub shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent or Acquisition Sub to return, as soon as practicable (and in any event in accordance with applicable Legal Requirements), all tendered Covered Securities to each Stockholder.

Tender of the Covered Securities. Each Stockholder agrees to (a) irrevocably tender the Covered Securities (or to cause the Covered Securities to be tendered) into the Offer no later than seven business days after the receipt by such Stockholder of all Offer Documents, including the letter of transmittal with respect to the Covered Shares and other documents or instruments required to be delivered pursuant to the terms of the Offer, (b) not withdraw the Covered Securities (or to not cause the Covered Securities to be withdrawn) from the Offer at any time (unless this Agreement is terminated in accordance with Section 5) and (c) take all actions (or to cause all actions to be taken by its Affiliates) necessary to effectuate the foregoing. In furtherance of the foregoing, at the time of such tender, each Stockholder shall (i) deliver to the depositary agent or paying agent designated in the Offer (A) a letter of transmittal with respect to the Covered Securities complying with the terms of the Offer, (B) a certificate or certificates representing the Covered Securities or an “agent’s 's message” (or such other evidence, if any, of transfer as the depositary agent or paying agent may reasonably request) in the case of a book-entry transfer of any Covered Securities and (C) all other documents or instruments, to the extent applicable, in the form required to be delivered by the other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Covered Securities to tender such Covered Securities pursuant to and in accordance with the terms of the Offer. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require any Stockholder or any of its Affiliates to exercise any stock option or other equity award or require any Stockholder to purchase any shares of Company Common Stock. Upon the termination of this Agreement, Parent and Acquisition Sub shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent or Acquisition Sub to return, as soon as practicable (and in any event in accordance with applicable Legal Requirements), all tendered Covered Securities to each Stockholder.

Tender of the Covered Securities. Each The Stockholder agrees to (ai) irrevocably tender the Covered Securities (or to cause the Covered Securities to be tendered) into the Offer no later than seven three (3) business days after the receipt by such the Stockholder of all Offer Documents, including the letter of transmittal with respect to the Covered Shares and other documents or instruments required to be delivered pursuant to the terms of the Offer, including the letter of transmittal, (bii) not withdraw the Covered Securities (or to not cause the Covered Securities to be withdrawn) from the Offer at any time (unless this Agreement is terminated in accordance with Section 5Article V hereof (the “Termination Date”)) and (ciii) use reasonable best efforts to take all actions (or to cause all actions to be taken by its Affiliates) necessary to effectuate the foregoing. In furtherance of the foregoing, at the time of such tender, each the Stockholder shall (i) deliver to the depositary agent or paying agent designated in the Offer (A) a letter of transmittal with respect to the Covered Securities complying with the terms of the Offer, (B) a certificate or certificates representing the Covered Securities or an “agent’s message” (or such other evidence, if any, of transfer as the depositary agent or paying agent may reasonably request) in the case of a book-entry transfer of any Covered Securities and (C) all other documents or instruments, to the extent applicable, in the form required to be delivered by the other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Covered Securities to tender such Covered Securities pursuant to and in accordance with the terms of the Offer. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require any the Stockholder or any of its Affiliates affiliates to exercise any stock option or other equity award or require any the Stockholder to purchase any shares of Company Common Stock. Upon If the termination Offer is terminated or withdrawn by Parent or Merger Sub, or the Merger Agreement is terminated prior to the purchase of this Agreementthe Covered Securities tendered in the Offer, Parent and Acquisition Merger Sub shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent or Acquisition Merger Sub to return, as soon as practicable (and in any event in accordance with applicable Legal RequirementsLaw), all tendered Covered Securities to each the Stockholder.