Tender And Support Agreement Sample Contracts

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Tender and Support Agreement (October 2nd, 2017)

This Tender and Support Agreement (this "Agreement") is entered into as of October 2, 2017 by and among the undersigned stockholder ("Stockholder") of Versar, Inc., a Delaware corporation (the "Company"), Kingswood Genesis Fund I, LLC, a Delaware limited liability company ("Parent"), and KW Genesis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

Tender and Support Agreement (August 1st, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement) is made and entered into as of [], 2017 by and between Nova Intermediate Parent, LLC, a Delaware limited liability Company (Parent), Nova Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (Merger Sub), and the undersigned stockholder (the Stockholder) of [NOVA], a Pennsylvania corporation (the Company).

Tender and Support Agreement (July 3rd, 2017)

TENDER AND SUPPORT AGREEMENT, dated as of July 2, 2017 (this Agreement), among ADVA NA Holdings, Inc., a Delaware corporation (Parent), Golden Acquisition Corporation, a Delaware limited liability company (Merger Subsidiary), and the Person listed as Stockholder on the signature page hereto (Stockholder).

Tender and Support Agreement (June 23rd, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of June 21, 2017, is entered into by and among Enel Green Power North America Inc., a Delaware corporation (Parent), Pine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser), and each of the Persons set forth on Schedule A hereto (each, a Stockholder). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below). Additionally, the terms business day and subsidiary shall have the respective meanings ascribed to such terms in the Merger Agreement.

KTL Bamboo International Corp – Tender and Support Agreement (June 12th, 2017)

THIS TENDER AND SUPPORT AGREEMENT, dated as of June 11, 2017 (this "Agreement"), is by and among Sientra, Inc., a Delaware corporation ("Parent"), Desert Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and ___________ ("Stockholder").

Sientra, Inc. – [Form Of] Tender and Support Agreement (June 12th, 2017)

THIS TENDER AND SUPPORT AGREEMENT, dated as of June 11, 2017 (this Agreement), is by and among Sientra, Inc., a Delaware corporation (Parent), Desert Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (Purchaser), and (Stockholder).

FinTech Acquisition Corp – Tender and Support Agreement (May 31st, 2017)

This Tender and Support Agreement (this Agreement) is made and entered into as of May 26, 2017, by and among First Data Corporation, a Delaware corporation (Parent), Minglewood Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and each Person set forth in Schedule A hereto (each, a Stockholder).

FinTech Acquisition Corp – Tender and Support Agreement (May 31st, 2017)

This Tender and Support Agreement (this Agreement) is made and entered into as of May 26, 2017, by and among First Data Corporation, a Delaware corporation (Parent), Minglewood Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and the Person listed as Stockholder on the signature page hereto (Stockholder).

Porto Holdco B.V. – Tender and Support Agreement (May 22nd, 2017)

TENDER AND SUPPORT AGREEMENT (this Agreement) dated as of May 22, 2017 by and among Playa Hotels & Resorts N.V. (the Company) and each of the persons listed on Schedule A hereto (collectively, the Warrant Holders, and each a Warrant Holder).

Tender and Support Agreement (May 1st, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement) is entered into as of April 30, 2017, by and among WAVE SYSTEMS CORP., a Delaware corporation (Parent), JAZZ MERGERSUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (Acquisition Sub), and certain stockholders of JIVE SOFTWARE, INC., a Delaware corporation (the Company), listed on Annex A (each, a Stockholder), each an owner of Company Common Stock.

Tender and Support Agreement (April 28th, 2017)

TENDER AND SUPPORT AGREEMENT (this "Agreement") dated as of April 25, 2017 by and among Tyson Foods, Inc., a Delaware corporation ("Parent"), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and the entities listed on Schedule A hereto (the "Stockholders" and each a "Stockholder"). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

AdvancePierre Foods Holdings, Inc. – Tender and Support Agreement (April 25th, 2017)

TENDER AND SUPPORT AGREEMENT (this Agreement) dated as of April 25, 2017 by and among Tyson Foods, Inc., a Delaware corporation (Parent), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub) and the entities listed on Schedule A hereto (the Stockholders and each a Stockholder). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

Mobileye N.V. – Tender and Support Agreement (March 13th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 12, 2017, is entered into by and among Ziv Aviram (Shareholder), Intel Corporation, a Delaware corporation (Parent), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Buyer).

Tender and Support Agreement (March 13th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 12, 2017, is entered into by and among Amnon Shashua (Shareholder), Intel Corporation, a Delaware corporation (Parent), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Buyer).

Tender and Support Agreement (March 13th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 12, 2017, is entered into by and among Ziv Aviram (Shareholder), Intel Corporation, a Delaware corporation (Parent), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Buyer).

Mobileye N.V. – Tender and Support Agreement (March 13th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 12, 2017, is entered into by and among Amnon Shashua (Shareholder), Intel Corporation, a Delaware corporation (Parent), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Buyer).

Hewlett Packard Enterprise Co – Tender and Support Agreement (March 7th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 6, 2017, is entered into by and among Hewlett Packard Enterprise Company, a Delaware corporation (Parent), Nebraska Merger Sub, Inc. a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and each of the persons set forth on Schedule A hereto (each, a Stockholder). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Tender and Support Agreement (March 7th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 6, 2017, is entered into by and among Hewlett Packard Enterprise Company, a Delaware corporation (Parent), Nebraska Merger Sub, Inc. a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and each of the persons set forth on Schedule A hereto (each, a Stockholder). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Tender and Support Agreement (February 13th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of February 13, 2017, is entered into by and among Integrated Device Technology, Inc., a Delaware corporation (Parent), Glider Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (the Purchaser), and each of the Persons set forth on Schedule A hereto (each, a Stockholder). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

CoLucid Pharmaceuticals, Inc. – Tender and Support Agreement (January 18th, 2017)

This Tender and Support Agreement (this Agreement) is made and entered into as of January 17, 2017, by and among Eli Lilly and Company, an Indiana corporation (Parent), ProCar Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and the Person listed as Stockholder on the signature page hereto (Stockholder).

Tender and Support Agreement (January 10th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of January 8, 2017, is entered into by and among Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (Parent), Kiku Merger Co., Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub), and the individual or entity set forth on Schedule A hereto (the Stockholder). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Intralinks Holdings – Tender and Support Agreement (December 7th, 2016)

This TENDER AND SUPPORT AGREEMENT, dated as of December 5, 2016 (this "Agreement"), is among Synchronoss Technologies, Inc., a Delaware corporation ("Parent"), GL Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and _______________ ("Company Stockholder").

TENDER AND SUPPORT AGREEMENT Dated as of December 5, 2016 Among SYNCHRONOSS TECHNOLOGIES, INC., GL MERGER SUB, INC. And [NAME OF COMPANY STOCKHOLDER] (December 6th, 2016)

This TENDER AND SUPPORT AGREEMENT, dated as of December 5, 2016 (this Agreement), is among Synchronoss Technologies, Inc., a Delaware corporation (Parent), GL Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and (Company Stockholder).

Tubemogul Inc – Tender and Support Agreement (November 10th, 2016)

TENDER AND SUPPORT AGREEMENT, dated as of November 10, 2016 (this Agreement), among Adobe Systems Incorporated, a Delaware corporation (Parent), Tiger Acquisition Corporation, a Delaware corporation (Merger Subsidiary), and the Person listed as Stockholder on the signature page hereto (Stockholder).

Trans Energy – Tender and Support Agreement (October 25th, 2016)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of October 24, 2016, is made and entered into by and among EQT Corporation, a Pennsylvania corporation (Parent), WV Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (Purchaser), and the stockholders of Trans Energy Inc., a Nevada corporation (the Company), listed on Schedule I hereto (collectively, the Stockholders and each, a Stockholder). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).

EndoChoice Holdings, Inc. – Tender and Support Agreement (September 27th, 2016)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of September 27, 2016, is entered into by and among [ l ] (Stockholder), BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (Parent), and FALCON MERGER CORP., a Delaware corporation and a subsidiary of Parent (Purchaser).

Tender and Support Agreement (September 20th, 2016)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of September 19, 2016, is entered into by and among Allergan Holdco US, Inc., a Delaware corporation (Parent), Sapphire Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (Purchaser), and each of the individuals or entities set forth on Schedule A hereto (each, a Stockholder). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Tender and Support Agreement (September 12th, 2016)

THIS TENDER AND SUPPORT AGREEMENT (this Agreement) is entered into as of September 12, 2016, by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (Parent), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and (Stockholder).

Tender and Support Agreement (September 12th, 2016)

THIS TENDER AND SUPPORT AGREEMENT (this Agreement) is entered into as of September 12, 2016, by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (Parent), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and (Stockholder).

Mattress Firm Holding Corp. – Tender and Support Agreement (August 8th, 2016)

This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this Agreement), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (Parent), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (HoldCo), Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (Merger Sub), and the person listed on Schedule I hereto (the Company Stockholder).

Gannett Co., Inc. – Tender and Support Agreement (June 27th, 2016)

THIS TENDER AND SUPPORT AGREEMENT, dated as of June 27, 2016 (this Agreement), by and among Gannett Co., Inc., a Delaware corporation (Parent), Raptor Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (Purchaser), and each of the stockholders of ReachLocal, Inc., a Delaware corporation (the Company), named in Schedule 1 attached hereto (each, a Principal Holder).

Tender and Support Agreement (June 27th, 2016)

THIS TENDER AND SUPPORT AGREEMENT, dated as of June 27, 2016 (this Agreement), by and among Gannett Co., Inc., a Delaware corporation (Parent), Raptor Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (Purchaser), and each of the stockholders of ReachLocal, Inc., a Delaware corporation (the Company), named in Schedule 1 attached hereto (each, a Principal Holder).

Tender and Support Agreement (June 17th, 2016)

This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of June 16, 2016, is by and among Land O'Lakes, Inc., a cooperative corporation incorporated under the laws of Minnesota ("Parent"), Roman Merger Sub, Inc., a corporation incorporated under the laws of Delaware ("Merger Sub") and the Person listed as "Stockholder" on the signature page hereto ("Stockholder").

Tender and Support Agreement (May 31st, 2016)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of May 27, 2016, is by and among JAZZ PHARMACEUTICALS PLC, an Irish public limited company (Parent), PLEX MERGER SUB, INC., a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Parent, and each of the Persons set forth on Schedule A hereto (each, a Stockholder).

Patterson David G – Tender and Support Agreement (April 29th, 2016)

TENDER AND SUPPORT AGREEMENT, dated as of April 28, 2016 (this Agreement), among OC Acquisition LLC, a Delaware limited liability company (Parent), Tulip Acquisition Corporation, a Delaware corporation (Merger Subsidiary), and the Person listed as Stockholder on the signature page hereto (Stockholder).