Common use of Tender of the Shares Clause in Contracts

Tender of the Shares. Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof, each Stockholder hereby agrees that it shall (i) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed), or cause its Shares to be tendered, into the Offer promptly following the date hereof, and in any event no later than five (5) business days prior to the Initial Expiration Date of the Offer, free and clear of all Encumbrances and (ii) not withdraw its Shares, or cause its Shares to be withdrawn, from the Offer at any time. If a Stockholder acquires Shares after the date hereof, such Stockholder shall (A) tender or cause to be tendered such Shares on or before the fifth (5th) business day prior to the Initial Expiration Date or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, and (B) not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time.

Appears in 6 contracts

Samples: Tender and Voting Agreement (Hewlett Packard Co), Tender and Voting Agreement (Hewlett Packard Co), Tender and Voting Agreement (ArcSight Inc)

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Tender of the Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof4, each the Stockholder hereby agrees that it he shall (i) take all steps necessary to tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed)his Shares, or cause its his Shares to be tendered, into the Offer promptly following the date hereoffollowing, and in any event no later than five the third (53rd) business days day prior to the Initial Expiration Date Date, or if the Stockholder has not received the Offer Documents by such time, within two (2) business days following receipt of such documents but in any event prior to the date of expiration of the Offer, free and clear of all Encumbrances and (ii) not withdraw its his Shares, or cause its his Shares to be withdrawn, from the Offer at any time. If a the Stockholder acquires Shares after the date hereof, such the Stockholder shall (Ai) tender or cause to be tendered such Shares on or before the fifth such tenth (5th10th) business day prior to following the Initial Expiration Date commencement of the Offer, or, if later, on or before the second (2nd) business day after such acquisition but in any event prior to the Expiration Date, date of expiration of the Offer and (Bii) not withdraw such his Shares, or cause such his Shares to be withdrawn, from the Offer at any time.

Appears in 3 contracts

Samples: Support Agreement (DG FastChannel, Inc), Support Agreement (DG FastChannel, Inc), Support Agreement (Bagerdjian Haig S)

Tender of the Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof4, each Stockholder hereby agrees that it shall (i) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed), or cause its Shares to be tendered, into the Offer promptly following the date hereof, and in any event no later than five (5) business days prior to the Initial Expiration Date of the Offer, free and clear of all Encumbrances and (ii) not withdraw its Shares, or cause its Shares to be withdrawn, from the Offer at any time. If a Stockholder acquires Shares after the date hereof, such Stockholder shall (A) tender or cause to be tendered such Shares on or before the fifth (5th) business day prior to the Initial Expiration Date or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, and (B) not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time.

Appears in 2 contracts

Samples: Tender and Stockholder Support Agreement (Hewlett Packard Co), Tender and Stockholder Support Agreement (Opsware Inc)

Tender of the Shares. Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof, each the Stockholder hereby agrees that it shall (ia) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed), or cause its Shares to be tendered, into the Offer promptly following the date hereof, and in any event no later than five (5) business days prior to Business Days after the commencement of the Offer set forth in the Merger Agreement (the “Initial Expiration Date of the OfferDate”), free and clear of all Encumbrances and (iib) not withdraw its Shares, or cause its Shares to be withdrawn, from the Offer at any time. If a Stockholder acquires Shares after the date hereof, such the Stockholder shall (Ai) tender or cause to be tendered such Shares on or before the fifth (5th) tenth business day prior to the Initial Expiration Date or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, and (Bii) not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time.

Appears in 2 contracts

Samples: Tender and Support Agreement (Move Inc), Tender and Support Agreement (News Corp)

Tender of the Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof, each Stockholder the Securityholder hereby agrees that it shall (i) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed)evidencing) its Shares, or cause its Shares to be tendered, into the Offer promptly following the date hereofcommencement of the Offer, and in any event no later than five (5) the tenth business days day prior to the Initial Expiration Date Date, or if the Securityholder has not received the Offer Documents by such time, within two business days following receipt of such documents but in any event prior to the OfferExpiration Date, free and clear of all Encumbrances and (ii) not withdraw its Shares, or cause its Shares to be withdrawn, from the Offer at any timetime (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Common Stock tendered pursuant to the Offer in accordance with its terms). If a Stockholder the Securityholder acquires Ownership of Shares after the date hereof, such Stockholder the Securityholder shall (Ai) tender or cause to be tendered such Shares on or before the fifth (5th) tenth business day prior to following the Initial Expiration Date commencement of the Offer, or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, Date and (Bii) not withdraw such its Shares, or cause such its Shares to be withdrawn, from the Offer at any timetime (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Common Stock tendered pursuant to the Offer in accordance with its terms).

Appears in 2 contracts

Samples: Support Agreement (Monogram Biosciences, Inc.), Support Agreement (Monogram Biosciences, Inc.)

Tender of the Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof4, each Stockholder hereby agrees that it shall (i) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed)evidencing) its Shares, or cause its Shares to be tendered, into the Offer promptly following the date hereoffollowing, and in any event no later than five (5) the third business days day prior to the Initial initial Expiration Date Date, or if the Stockholder has not received the Offer Documents by such time, within two business days following receipt of such documents but in any event prior to the date of expiration of the Offer, free and clear of all Encumbrances and (ii) not withdraw its Shares, or cause its Shares to be withdrawn, from the Offer at any time. If a the Stockholder acquires Shares after the date hereof, such the Stockholder shall (Ai) tender or cause to be tendered such Shares on or before the fifth (5th) such tenth business day prior to following the Initial Expiration Date commencement of the Offer, or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, date of expiration of the Offer and (Bii) not withdraw such its Shares, or cause such its Shares to be withdrawn, from the Offer at any time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Boston Communications Group Inc), Tender and Stockholder Support Agreement (Tea Party Acquisition Corp.)

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Tender of the Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof4, each the Stockholder hereby agrees that it he shall (i) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed)evidencing) his Shares, or cause its his Shares to be tendered, into the Offer promptly following the date hereofcommencement of the Offer, and in any event no later than five (5) the third business days day prior to the Initial Expiration Date of the OfferDate, free and clear of all Encumbrances and (ii) not withdraw its his Shares, or cause its his Shares to be withdrawn, from the Offer at any time. If a Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4, if the Stockholder acquires Shares after the date hereof, such the Stockholder shall (Ai) tender or cause to be tendered such Shares on or before the fifth (5th) third business day prior to the Initial Expiration Date or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, date of expiration of the Offer and (Bii) not withdraw such his Shares, or cause such his Shares to be withdrawn, from the Offer at any time.

Appears in 1 contract

Samples: Tender and Stockholder Support Agreement (Beckman Coulter Inc)

Tender of the Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof4, each the Stockholder hereby agrees that it shall (i) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed)evidencing) its Shares, or cause its Shares to be tendered, into the Offer promptly following the date hereoffollowing, and in any event no later than five (5) the tenth business days day prior to the Initial Expiration Date Date, or if the Stockholder has not received the Offer Documents by such time, within two business days following receipt of such documents but in any event prior to the date of expiration of the Offer, free and clear of all Encumbrances and (ii) not withdraw its Shares, or cause its Shares to be withdrawn, from the Offer at any time. If a the Stockholder acquires Shares after the date hereof, such the Stockholder shall (Ai) tender or cause to be tendered such Shares on or before the fifth (5th) tenth business day prior to following the Initial Expiration Date commencement of the Offer, or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, date of expiration of the Offer and (Bii) not withdraw such its Shares, or cause such its Shares to be withdrawn, from the Offer at any time.

Appears in 1 contract

Samples: Stockholder Agreement (Cytyc Corp)

Tender of the Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof4, each Stockholder hereby agrees that it shall (i) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed)evidencing) its Shares, or cause its Shares to be tendered, into the Offer promptly following the date hereoffollowing, and in any event no later than five (5) the third business days day prior to the Initial Expiration Date Date, or if the Stockholder has not received the Offer Documents by such time, within two business days following receipt of such documents but in any event prior to the date of expiration of the Offer, free and clear of all Encumbrances and (ii) not withdraw its Shares, or cause its Shares to be withdrawn, from the Offer at any time. If a the Stockholder acquires Shares after the date hereof, such the Stockholder shall (Ai) tender or cause to be tendered such Shares on or before the fifth (5th) such tenth business day prior to following the Initial Expiration Date commencement of the Offer, or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, date of expiration of the Offer and (Bii) not withdraw such its Shares, or cause such its Shares to be withdrawn, from the Offer at any time.

Appears in 1 contract

Samples: Tender and Stockholder Support Agreement (Maxwell Acquisition CORP)

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