Tender And Support Agreement Sample Contracts

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).

Tender and Support Agreement (February 5th, 2016)

TENDER AND SUPPORT AGREEMENT, dated as of February 5, 2016 (this "Agreement"), among VTech Holdings Limited, an exempted company incorporated in Bermuda with limited liability ("Parent"), Bonita Merger Sub, L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Acquisition Sub"), and each of the Persons listed as a "Stockholder" on the signature pages hereto (collectively, the "Stockholders"). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).

Comtech Telecommunications Corp. – TENDER AND SUPPORT AGREEMENT by and Among COMTECH TELECOMMUNICATIONS CORP., Typhoon Acquisition Corp, TELECOMMUNICATION SYSTEMS, INC., and Maurice B. Tose Dated as Of (November 23rd, 2015)

This Tender and Support Agreement (this "Agreement"), dated as of November 22, 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation ("Parent"), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent ("Merger Sub"), TeleCommunication Systems, Inc., a Maryland corporation (the "Company"), and Maurice B. Tose (the "Shareholder"). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).

TENDER AND SUPPORT AGREEMENT by and Among Comtech Telecommunications Corp. Typhoon Acquisition Corp, Telecommunication Systems, Inc. And Jon B. Kutler Dated as Of (November 23rd, 2015)

This Tender and Support Agreement (this "Agreement"), dated as of November 22, 2015 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation ("Parent"), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent ("Merger Sub"), TeleCommunication Systems, Inc., a Maryland corporation (the "Company"), and Jon B. Kutler (the "Shareholder"). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).

Comtech Telecommunications Corp. – TENDER AND SUPPORT AGREEMENT by and Among Comtech Telecommunications Corp. Typhoon Acquisition Corp, Telecommunication Systems, Inc. And Jon B. Kutler Dated as Of (November 23rd, 2015)

This Tender and Support Agreement (this "Agreement"), dated as of November 22, 2015 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation ("Parent"), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent ("Merger Sub"), TeleCommunication Systems, Inc., a Maryland corporation (the "Company"), and Jon B. Kutler (the "Shareholder"). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).

TENDER AND SUPPORT AGREEMENT by and Among COMTECH TELECOMMUNICATIONS CORP., Typhoon Acquisition Corp, (November 23rd, 2015)

This Tender and Support Agreement (this "Agreement"), dated as of November 22, 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation ("Parent"), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent ("Merger Sub"), TeleCommunication Systems, Inc., a Maryland corporation (the "Company"), and Maurice B. Tose (the "Shareholder"). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).

Breeze-Eastern Corporation – Tender and Support Agreement (November 19th, 2015)

This TENDER AND SUPPORT AGREEMENT, dated as of November 18, 2015 (this Agreement), is among TransDigm Group Incorporated, a Delaware corporation (Parent), Hook Acquisition Sub Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (Merger Sub), and the undersigned stockholders of Breeze-Eastern Corporation, a Delaware corporation (the Company) set forth on Schedule I attached hereto (each a, Stockholder and together, the Stockholders).

Breeze-Eastern Corporation – Tender and Support Agreement (November 19th, 2015)

This TENDER AND SUPPORT AGREEMENT, dated as of November 18, 2015 (this Agreement), is among TransDigm Group Incorporated, a Delaware corporation (Parent), Hook Acquisition Sub Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (Merger Sub), and the undersigned stockholders of Breeze-Eastern Corporation, a Delaware corporation (the Company) set forth on Schedule I attached hereto (each a, Stockholder and together, the Stockholders).

Roundy's, Inc. – AGREEMENT AND PLAN OF MERGER by and Among THE KROGER CO., KS MERGER SUB INC. And ROUNDYS, INC. Dated as of November 10, 2015 (November 12th, 2015)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of November 10, 2015, by and among The Kroger Co., an Ohio corporation (Parent), KS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acquisition Sub), and Roundys, Inc., a Delaware corporation (the Company).

Roundy's, Inc. – Tender and Support Agreement (November 12th, 2015)

TENDER AND SUPPORT AGREEMENT, dated as of November 10, 2015 (this Agreement), among The Kroger Co., an Ohio corporation (Parent), KS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acquisition Sub), and each of the Persons listed as a Stockholder on the signature pages hereto (collectively, the Stockholders).

Cti Group Holdings – Tender and Support Agreement (October 19th, 2015)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of October 18, 2015, is entered into by and among Enghouse Systems Limited, an Ontario corporation (Parent), New Acquisitions Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (Merger Sub), and , a stockholder (Stockholder) of CTI Group (Holdings) Inc., a Delaware corporation (the Company). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Tender and Support Agreement (September 10th, 2015)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of September 10, 2015, is entered into by and among Ericsson Inc., a Delaware corporation (Parent), Cindy Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (Purchaser), 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 (August 17th, 2015)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of August 16, 2015, is made and entered into by and among Liberty Interactive Corporation, a Delaware corporation (Parent), Mocha Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Merger LLC (as defined below) (Purchaser), the stockholders listed on Schedule I hereto (collectively, the Stockholders and each, a Stockholder), and, solely for purposes of Sections 3(b) and 12, zulily, inc., a Delaware corporation (the Company). Capitalized terms used herein without definition shall have the respective meanings specified in the Reorganization Agreement (as defined below).

Tender and Support Agreement (August 6th, 2015)

THIS TENDER AND SUPPORT AGREEMENT (this Agreement) is entered into as of August 5, 2015, by and among Qualcomm Atheros, Inc., a Delaware corporation (Parent), King Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent (Purchaser), and each stockholder listed on Annex I (each, a Stockholder), each an owner of shares (the Shares) of common stock, par value $0.001 per share, of Ikanos Communications, Inc., a Delaware corporation (the Company).

Receptos Inc. – Tender and Support Agreement (July 16th, 2015)

THIS TENDER AND SUPPORT AGREEMENT, dated as of July 14, 2015 (this Agreement), by and among Celgene Corporation, a Delaware corporation (Parent), Strix Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (Acquisition Sub), and each of the stockholders of Receptos, Inc., a Delaware corporation (the Company), named in Schedule 1 attached hereto (each, a Principal Holder).

Tender and Support Agreement (July 15th, 2015)

THIS TENDER AND SUPPORT AGREEMENT, dated as of July 14, 2015 (this "Agreement"), by and among Celgene Corporation, a Delaware corporation ("Parent"), Strix Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent ("Acquisition Sub"), and each of the stockholders of Receptos, Inc., a Delaware corporation (the "Company"), named in Schedule 1 attached hereto (each, a "Principal Holder").

Coast Distribution System, Inc. (The) – Tender and Support Agreement (July 9th, 2015)

TENDER AND SUPPORT AGREEMENT, dated as of July 8, 2015 (this Agreement), among KEYSTONE AUTOMOTIVE OPERATIONS, INC., a Pennsylvania corporation (Parent), KAO ACQUISITION SUB, INC., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (Acquisition 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 (June 22nd, 2015)

This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of June 21, 2015, is by and among Danaher Corporation, a Delaware corporation ("Parent"), Satellite Acquisition Corp., a Virginia corporation and a wholly owned indirect subsidiary of Parent ("Merger Sub"), and each of the Persons set forth on Schedule A hereto (each, a "Stockholder").

Tender and Support Agreement (June 2nd, 2015)

TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of June 1, 2015, is by and among GameStop Corp., a Delaware corporation ("Parent"), Gadget Acquisition, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent ("Sub"), and Eric Semler ("Stockholder").

Tender and Support Agreement (June 2nd, 2015)

TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of June 1, 2015, is by and among GameStop Corp., a Delaware corporation ("Parent"), Gadget Acquisition, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent ("Sub"), and Kenneth G. Langone ("Stockholder").