Tendering Shares Sample Clauses
Tendering Shares. The Shareholder agrees (a) to tender the Shares into the Offer (the “Tendered Shares”) promptly, and in any event no later than five business days following the commencement of the Offer pursuant to the Merger Agreement, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, “Liens”), except in the case of restricted shares held by the Shareholder, which restricted shares are subject to the restrictions and encumbrances pursuant to the terms of the restricted share award and (b) not to withdraw any Tendered Shares so tendered unless (i) the Offer is terminated or has terminated without Parent purchasing all Common Shares validly tendered in the Offer or (ii) this Agreement is terminated pursuant to Section 9.13. The Shareholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer in accordance with the Offer Documents.
Tendering Shares. If you wish to accept the Offer and: • you are a record holder (i.e., a stock certificate has been issued to you and registered in your name), you must complete and sign the enclosed Letter of Transmittal and send it with your stock certificate to the Depositary or follow the procedures described in this Offer to Purchase and the enclosed Letter of Transmittal for book-entry transfer. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” in this Offer to Purchase. • If you are a record holder but your stock certificate is not available or you cannot deliver your stock certificate to the Depositary before the Offer expires, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery. • If you hold your Shares through a broker or bank, you should contact your broker or bank and give instructions that your Shares be tendered.
Tendering Shares. If you wish to accept the Offer and:
Tendering Shares. In the event of a tender offer described in this section, the Trustee, the Company or The Timken Company shall cause to be sent to each Participant and Beneficiary who at any time during the effective period of the tender offer has any Company Stock credited to his or her Account ("affected Participants and Beneficiaries") all information pertinent to such tender offer, including all the terms and conditions thereof, together with written material pursuant to which the affected Participant and Beneficiary may direct the Trustee to tender or sell pursuant to the tender offer all or part of the Company Stock credited to his or her account. Affected Participants and Beneficiaries also shall have the right, to the extent the terms of the tender offer so permit, to direct the withdrawal of such shares from the tender. If valid and timely directions to tender or sell are not received, the Participant's or Beneficiary's lack of valid or timely direction shall be taken as a direction not to tender or sell such shares. If, in the course of a tender offer described in this section, an issue shall arise on which affected Participants and Beneficiaries are required to have an opportunity to alter their circumstances, the Trustee, the Company or The Timken Company shall solicit the directions of such affected Participants and Beneficiaries with respect to each such issue and act in response to such direction. The Trustee shall adopt a deadline, after which directions to tender (or to withdraw from tender) Company Stock will not be accepted, sufficiently in advance of any applicable deadline under the terms of the tender offer to allow the Trustee to implement directions received from Participants and Beneficiaries.