Form Of Tender And Voting Agreement Sample Contracts

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Transcend Services, Inc. – Exhibit a Form of Tender and Voting Agreement (March 7th, 2012)

THIS TENDER AND VOTING AGREEMENT (this Agreement) is made and entered into as of March 6, 2012 by and between Nuance Communications, Inc., a Delaware corporation (Parent), Townsend Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and the undersigned stockholder (Stockholder) of Transcend Services, Inc., a Delaware corporation (the Company).

Exhibit a Form of Tender and Voting Agreement (March 7th, 2012)

THIS TENDER AND VOTING AGREEMENT (this Agreement) is made and entered into as of March 6, 2012 by and between Nuance Communications, Inc., a Delaware corporation (Parent), Townsend Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and the undersigned stockholder (Stockholder) of Transcend Services, Inc., a Delaware corporation (the Company).

Applied Signal Technology, Inc. – Form of Tender and Voting Agreement (December 20th, 2010)

This Tender and Voting Agreement, dated as of December 18, 2010 (this Agreement), is by and among Raytheon Company, a Delaware corporation (Parent), RN Acquisition Company, a California corporation (Merger Sub), and the shareholders of APPLIED SIGNAL TECHNOLOGY, INC., a California corporation (the Company), set forth on the signature page hereto (collectively, the Shareholder).

Form of Tender and Voting Agreement (August 9th, 2010)

This TENDER AND VOTING AGREEMENT (this Agreement) dated August 6, 2010, is entered into between Nabors Industries Ltd., a Bermuda exempt company (Parent), Diamond Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Parent (Sub), and the undersigned stockholders of the Company (each a Stockholder), with respect to (a) the shares of common stock, par value $0.01 per share (the Shares), of Superior Well Services, Inc., a Delaware corporation (the Company), (b) all securities exchangeable, exercisable or convertible into Shares and (c) any securities issued or exchanged with respect to such Shares upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Companys capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the Securities).

Form of Tender and Voting Agreement (August 9th, 2010)

This TENDER AND VOTING AGREEMENT (this Agreement) dated August 6, 2010, is entered into between Nabors Industries Ltd., a Bermuda exempt company (Parent), Diamond Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Parent (Sub), and the undersigned stockholders of the Company (each a Stockholder), with respect to (a) the shares of common stock, par value $0.01 per share (the Shares), of Superior Well Services, Inc., a Delaware corporation (the Company), (b) all securities exchangeable, exercisable or convertible into Shares and (c) any securities issued or exchanged with respect to such Shares upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Companys capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the Securities).

Techwell, Inc. – Form of Tender and Voting Agreement (March 26th, 2010)

THIS TENDER AND VOTING AGREEMENT (this Agreement) dated March 22, 2010, among INTERSIL CORPORATION, a Delaware corporation (Parent); NAVAJO MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Purchaser); TECHWELL, INC., a Delaware corporation (the Company) (only with respect to Section 6 and Section 11 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (Stockholder).

Form of Tender and Voting Agreement (March 22nd, 2010)

THIS TENDER AND VOTING AGREEMENT (this Agreement) dated March 22, 2010, among INTERSIL CORPORATION, a Delaware corporation (Parent); NAVAJO MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Purchaser); TECHWELL, INC., a Delaware corporation (the Company) (only with respect to Section 6 and Section 11 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (Stockholder).

Form of Tender and Voting Agreement (December 24th, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement), dated December 23, 2009, by and among Crane Co., a Delaware corporation (Parent), Crane Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub), (Stockholder) and Merrimac Industries, Inc., a Delaware corporation (the Company).

California Micro Devices Corporation – Form of Tender and Voting Agreement (December 15th, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement) dated December , 2009, among ON Semiconductor Corporation, a Delaware corporation (Parent); Pac-10 Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Purchaser); California Micro Devices Corporation, a Delaware corporation (the Company) (only with respect to Section 6 and Section 10 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (Stockholder).

California Micro Devices Corporation – Form of Tender and Voting Agreement (December 15th, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement) dated December , 2009, among ON Semiconductor Corporation, a Delaware corporation (Parent); Pac-10 Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Purchaser); California Micro Devices Corporation, a Delaware corporation (the Company) (only with respect to Section 6 and Section 10 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (Stockholder).

Form of Tender and Voting Agreement (December 14th, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement) dated December 14, 2009, among ON Semiconductor Corporation, a Delaware corporation (Parent); Pac-10 Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Purchaser); California Micro Devices Corporation, a Delaware corporation (the Company) (only with respect to Section 6 and Section 10 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (Stockholder).

Form of Tender and Voting Agreement (December 14th, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement) dated December 14, 2009, among ON Semiconductor Corporation, a Delaware corporation (Parent); Pac-10 Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Purchaser); California Micro Devices Corporation, a Delaware corporation (the Company) (only with respect to Section 6 and Section 10 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (Stockholder).

Form of Tender and Voting Agreement (September 21st, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement) dated September 20, 2009, among Dell Inc., a Delaware corporation (Parent), DII Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (Merger Sub), [STOCKHOLDER] (Stockholder), and Perot Systems Corporation, a Delaware corporation (Company).

Form of Tender and Voting Agreement (September 21st, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement) dated September 20, 2009, among Dell Inc., a Delaware corporation (Parent), DII Holdings, Inc. a Delaware corporation and a direct wholly-owned subsidiary of Parent (Merger Sub), [NAME OF STOCKHOLDER] (Stockholder), and Perot Systems Corporation, a Delaware corporation (Company).

Form of Tender and Voting Agreement (September 21st, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement) dated September 20, 2009, among Dell Inc., a Delaware corporation (Parent), DII Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (Merger Sub), [STOCKHOLDER] (Stockholder), and Perot Systems Corporation, a Delaware corporation (Company).

Form of Tender and Voting Agreement (September 21st, 2009)

This TENDER AND VOTING AGREEMENT (this Agreement) dated September 20, 2009, among Dell Inc., a Delaware corporation (Parent), DII Holdings, Inc. a Delaware corporation and a direct wholly-owned subsidiary of Parent (Merger Sub), [NAME OF STOCKHOLDER] (Stockholder), and Perot Systems Corporation, a Delaware corporation (Company).

Exhibit a Form of Tender and Voting Agreement (May 2nd, 2008)

THIS TENDER AND VOTING AGREEMENT (this Agreement) is made and entered into as of May 1, 2008 by and between AUTODESK, INC., a Delaware corporation (Parent), SWITCH ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub) and the undersigned stockholder (Stockholder) of MOLDFLOW CORPORATION, a Delaware corporation (the Company).

Exhibit a Form of Tender and Voting Agreement (May 2nd, 2008)

THIS TENDER AND VOTING AGREEMENT (this Agreement) is made and entered into as of May 1, 2008 by and between AUTODESK, INC., a Delaware corporation (Parent), SWITCH ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub) and the undersigned stockholder (Stockholder) of MOLDFLOW CORPORATION, a Delaware corporation (the Company).