Tender Offer Agreement Sample Contracts

RECITALS
Tender Offer Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
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TENDER OFFER AGREEMENT
Tender Offer Agreement • September 12th, 2018 • Wells Fargo & Company/Mn • National commercial banks • New York

This Agreement (“Agreement”) is made and entered into as of the 18th day of July 2018, by and among PIMCO California Municipal Income Fund (“PCQ”), PIMCO California Municipal Income Fund II (“PCK”), PIMCO California Municipal Income Fund III (“PZC”), PIMCO Municipal Income Fund (“PMF”), PIMCO Municipal Income Fund II (“PML”), PIMCO Municipal Income Fund III (“PMX”), PIMCO New York Municipal Income Fund (“PNF”), PIMCO New York Municipal Income Fund II (“PNI”), PIMCO New York Municipal Income Fund III (“PYN” and, together with PCQ, PCK, PZC, PMF, PML, PMX, PNF and PNI, each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and Wells Fargo Clearing Services, LLC (“Wells Fargo Clearing”), and WFC Holdings, LLC (“WFC Holdings,” and, together with Wells Fargo Clearing, the “Wells Fargo Parties”).

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 28, 2015
Tender Offer Agreement • January 29th, 2015 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This TENDER OFFER AGREEMENT (this “Agreement”), is made and entered into by and among BGC Partners, Inc., a Delaware corporation (“Parent”), BGC Partners, L.P., a Delaware limited partnership and a Subsidiary of Parent (“Purchaser”), and GFI Group Inc., a Delaware corporation (“GFI”). Parent, Purchaser and GFI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.1. This Agreement is being executed and delivered by Parent and Purchaser to GFI as of January 28, 2015 (the “Date of Delivery”) and shall be effective as of the date, if any (the “Effective Date”), on which GFI shall execute and deliver to Parent and Purchaser a signed counterpart in accordance with the offer letter delivered by Parent and Purchaser to GFI on January 28, 2015.

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Dated as of February 19, 2015
Tender Offer Agreement • February 25th, 2015 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into by and among BGC Partners, Inc., a Delaware corporation (“BGCP”), BGC Partners, L.P., a Delaware limited partnership and a Subsidiary of BGCP (“Purchaser”), and GFI Group Inc., a Delaware corporation (“GFI”). BGCP, Purchaser and GFI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.1.

TENDER OFFER AGREEMENT
Tender Offer Agreement • March 12th, 2024 • Pimco New York Municipal Income Fund Iii • New York

This Agreement (“Agreement”) is made and entered into as of the 12th day of March, 2024, by and among PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN”), PIMCO High Income Fund (“PHK”), PIMCO Corporate & Income Opportunity Fund (“PTY”), PIMCO Municipal Income Fund (“PMF”), PIMCO Municipal Income Fund II (“PML”), PIMCO Municipal Income Fund III (“PMX”), PIMCO California Municipal Income Fund (“PCQ”), PIMCO California Municipal Income Fund II (“PCK”), PIMCO California Municipal Income Fund III (“PZC”), PIMCO New York Municipal Income Fund (“PNF”), PIMCO New York Municipal Income Fund II (“PNI”) and PIMCO New York Municipal Income Fund III (“PYN” and, together with PCN, PFL, PFN, PHK, PTY, PMF, PML, PMX, PCQ, PCK, PZC, PNF and PNI each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and UBS Real Estate Securities Inc. (“UBS”

TENDER OFFER AGREEMENT
Tender Offer Agreement • November 24th, 2020 • Pimco Income Strategy Fund • New York

This Agreement (“Agreement”) is made and entered into as of the 14th day of June, 2019, by and among PIMCO Corporate & Income Opportunity Fund (“PTY”), PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN”) and PIMCO High Income Fund (“PHK” and, together with PTY, PCN, PFL and PFN each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and RiverNorth Capital Management, LLC, on behalf of the investment funds and accounts it manages (collectively, the “RiverNorth Parties”).

TENDER OFFER AGREEMENT
Tender Offer Agreement • November 24th, 2020 • Pimco Income Strategy Fund • New York

This Agreement (“Agreement”) is made and entered into as of the 13th day of June, 2019, by and among PIMCO Corporate & Income Opportunity Fund (“PTY”), PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN”) and PIMCO High Income Fund (“PHK” and, together with PTY, PCN, PFL and PFN each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and RJ Securities, Inc. (“Raymond James”).

TENDER OFFER AGREEMENT by and between BORR DRILLING LIMITED and PARAGON OFFSHORE LIMITED
Tender Offer Agreement • July 10th, 2019 • Borr Drilling LTD • Drilling oil & gas wells • Delaware

This TENDER OFFER AGREEMENT (this “Agreement”), dated as of February 21, 2018, is by and between Borr Drilling Limited, a public limited company incorporated under the laws of Bermuda (“Purchaser”), and Paragon Offshore Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

Business Integration Agreement NAVER Corporation LINE Corporation SoftBank Corp. Z Holdings Corporation December 23, 2019
Tender Offer Agreement • March 27th, 2020 • LINE Corp • Services-computer programming, data processing, etc.

NAVER Corporation (hereinafter referred to as “NAVER”), LINE Corporation (hereinafter referred to as “LINE”), SoftBank Corp. (hereinafter referred to as “SoftBank”) and Z Holdings Corporation (hereinafter referred to as “ZHD”) enter into this Business Integration Agreement as of December 23, 2019 (hereinafter referred to as the “Business Integration Agreement”) in connection with the business integration between LINE and ZHD. In this Business Integration Agreement, NAVER and SoftBank shall be referred to respectively as a “Shareholder Party,” LINE and ZHD shall be referred to respectively as an “Integration Party,” and the Shareholder Party and the Integration Party shall be referred to respectively as a “Party.”

TENDER OFFER AGREEMENT
Tender Offer Agreement • June 28th, 2018 • AllianzGI Convertible & Income Fund II • New York

This Agreement (“Agreement”) is made and entered into as of the 18th day of June, 2018, by and among AllianzGI Convertible & Income Fund (“NCV”), AllianzGI Convertible & Income Fund II (“NCZ” and, together with NCV, each, a “Fund” and, together, the “Funds”), Allianz Global Investors U.S. LLC (“AllianzGI U.S.” and, together with the Funds, the “Fund Parties”) and WFC Holdings, LLC (“ARPS Holder”).

TENDER OFFER AGREEMENT
Tender Offer Agreement • December 4th, 2007 • Sap France S.A. • Services-prepackaged software

NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein, the parties hereto agree as follows:

TENDER OFFER AGREEMENT BY AND BETWEEN ALPHATEC HOLDINGS, INC. AND EOS IMAGING S.A. DATED AS OF DECEMBER 16, 2020
Tender Offer Agreement • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus

This Tender Offer Agreement (this “Agreement”) is entered into as of December 16, 2020, by and between Alphatec Holdings, Inc., a corporation organized and existing under the laws of Delaware, represented by Mr. Patrick S. Miles, duly empowered for the purpose hereof (the “Purchaser”) and EOS Imaging S.A., a société anonyme organized and existing under the laws of France, with a share capital of EUR 266,569.46 divided into 26,656,946 ordinary shares with a nominal value of €0.01 each, whose registered office is at 10, rue Mercoeur, 75011 Paris, France, and registered with Paris Trade and Companies Register under No. 349 694 893, represented by Mr. Michael Lobinsky, duly empowered for the purpose hereof (the “Company”). The Purchaser and the Company are each sometimes referred to individually as a “Party” and collectively as the “Parties”.

TENDER OFFER AGREEMENT BETWEEN FAIVELEY TRANSPORT AND FW ACQUISITION LLC AND WABTEC CORPORATION Dated as of October 6, 2015
Tender Offer Agreement • October 8th, 2015 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware

The Company, the Purchaser and Parent are individually referred to as a “Party” and collectively referred to as the “Parties”.

January 20, 2015 Board of Directors and Special Committee of GFI Group Inc. c/o Christopher D’Antuono, General Counsel and Corporate Secretary GFI Group Inc. New York, New York 10041 c/o Morton A. Pierce and Bryan J. Luchs White & Case LLP New York,...
Tender Offer Agreement • January 20th, 2015 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

For the purpose of entering into that certain Tender Offer Agreement by and among BGC Partners, Inc., a Delaware corporation (“Parent”), BGC Partners, L.P., a Delaware limited partnership and a subsidiary of Parent (“Purchaser”) (Parent and Purchaser together referred to as “we,” “us” or “our”, as appropriate), and GFI Group Inc., a Delaware corporation (“GFI”), and attached hereto as Exhibit A (the “Tender Offer Agreement”), each of Parent and Purchaser hereby deliver its respective duly executed signature page to the Tender Offer Agreement (each, a “Signature Page,” and together, the “Signature Pages”) to GFI on the terms and subject to the conditions set forth in this letter agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Tender Offer Agreement. Parent and Purchaser hereby agree as follows:

TENDER OFFER AGREEMENT BY AND BETWEEN TOTAL GAS & POWER USA, SAS AND SUNPOWER CORPORATION Dated as of April 28, 2011
Tender Offer Agreement • May 12th, 2011 • Sunpower Corp • Semiconductors & related devices • Delaware

THIS TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2011, by and between Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Parent”), and SunPower Corporation, a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.

TENDER OFFER AGREEMENT
Tender Offer Agreement • October 16th, 2015 • Pimco High Income Fund • New York

This Agreement (“Agreement”) is made and entered into as of the 14th day of October, 2015, by and among PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO High Income Fund (“PHK” and, together with PCN, each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and Citigroup Global Markets Inc. and Citicorp Funding Inc. (collectively, the “Citigroup Parties”).

AMENDMENT NO. 1 TO THE TENDER OFFER AGREEMENT BETWEEN TXCELL S.A. AND SANGAMO THERAPEUTICS, INC. Dated as of October 1st, 2018
Tender Offer Agreement • November 6th, 2018 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances)
TENDER OFFER AGREEMENT Between Sperian Protection S.A. AND Honeywell International Inc. Honeywell Holding France SAS DATED 19 May, 2010
Tender Offer Agreement • July 23rd, 2010 • Honeywell International Inc • Motor vehicle parts & accessories
TENDER OFFER AGREEMENT between SYMPHONY INVESTORS LLC, SUPERVALU INC. and CERBERUS CAPITAL MANAGEMENT, L.P. dated as of January 10, 2013
Tender Offer Agreement • January 14th, 2013 • Supervalu Inc • Retail-grocery stores • Delaware

This Tender Offer Agreement (this “Agreement”), is entered into as of January 10, 2013 between Symphony Investors LLC, a Delaware limited liability company (“Offeror”), Supervalu Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 2.09, Section 2.10 and Section 5.04, Cerberus Capital Management, L.P., a Delaware limited partnership (“Sponsor”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 7.01 hereof.

TENDER OFFER AGREEMENT By and Among PETROLEUM DEVELOPMENT CORPORATION, WATTENBERG ACQUISITION CORPORATION and UNIOIL Dated as of October 19, 2006
Tender Offer Agreement • October 25th, 2006 • Petroleum Development Corp • Drilling oil & gas wells • Nevada

TENDER OFFER AGREEMENT, dated as of October 19, 2006 (the “Agreement”), by and among Petroleum Development Corporation, a Nevada corporation (“Parent”), Wattenberg Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary of Parent (“Sub”), and Unioil, a Nevada corporation (the “Company”).

TENDER OFFER AGREEMENT BETWEEN XPO LOGISTICS, INC. AND NORBERT DENTRESSANGLE S.A. DATED AS OF April 28, 2015
Tender Offer Agreement • April 29th, 2015 • XPO Logistics, Inc. • Transportation services

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the Parties agree as follows:

TENDER OFFER AGREEMENT
Tender Offer Agreement • October 3rd, 2022 • Virtus Convertible & Income Fund • New York

This Agreement (“Agreement”) is made and entered into as of the 19th day of September, 2022, by and among Virtus Convertible & Income Fund (“NCV”), Virtus Convertible & Income Fund II (“NCZ” and, together with NCV, each, a “Fund” and, together, the “Funds”), Virtus Investment Advisers, Inc. (“Virtus” and, together with the Funds, the “Fund Parties”) and UBS Securities LLC (“UBS”).

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TENDER OFFER AGREEMENT By and Among PETROLEUM DEVELOPMENT CORPORATION, WATTENBERG ACQUISITION CORPORATION and UNIOIL Dated as of October 19, 2006
Tender Offer Agreement • October 25th, 2006 • Unioil • Crude petroleum & natural gas • Nevada

TENDER OFFER AGREEMENT, dated as of October 19, 2006 (the “Agreement”), by and among Petroleum Development Corporation, a Nevada corporation (“Parent”), Wattenberg Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary of Parent (“Sub”), and Unioil, a Nevada corporation (the “Company”).

TENDER OFFER AGREEMENT
Tender Offer Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware

This TENDER OFFER AGREEMENT (this “Agreement”) is made as of November 30, 2021, by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and ACM ARRT VII C LLC, a Delaware limited liability company (“ACM”). The Company and ACM are at times referred to herein individually as a “Party” and collectively as the “Parties.”

TENDER OFFER AGREEMENT
Tender Offer Agreement • October 24th, 2013 • PROS Holdings, Inc. • Services-computer programming services
TENDER OFFER AGREEMENT by and among JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY JAZZ PHARMACEUTICALS ITALY S.R.L. and GENTIUM S.P.A. Dated as of December 19, 2013
Tender Offer Agreement • December 20th, 2013 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware

This TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2013 (the “Agreement Date”) by and among Jazz Pharmaceuticals Public Limited Company, a public limited company formed under the laws of Ireland (“Parent”), Jazz Pharmaceuticals Italy S.r.l., an Italian società a responsabilità limitata and a wholly owned subsidiary of Parent (“Purchaser”) and Gentium S.p.A., a società per azioni incorporated in Italy (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.

AMENDMENT TO TENDER OFFER AGREEMENT
Tender Offer Agreement • June 7th, 2011 • Sunpower Corp • Semiconductors & related devices

This AMENDMENT (this “Amendment”) to the Tender Offer Agreement, dated as of April 28, 2011 (the “Tender Offer Agreement”), by and between Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Parent”), and SunPower Corporation, a Delaware corporation (the “Company”), is made and entered into as of June 7, 2011 by and between Parent and the Company. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to them in the Tender Offer Agreement.

TENDER OFFER AGREEMENT dated as of June 8, 2009 among HURRAY! HOLDING CO., LTD., SHANDA INTERACTIVE ENTERTAINMENT LIMITED and SHANDA MUSIC GROUP LIMITED
Tender Offer Agreement • June 16th, 2009 • Hurray! Holding Co., Ltd. • Communications services, nec • New York

TENDER OFFER AGREEMENT (this “Agreement”) dated as of June 8, 2009, among Hurray! Holding Co., Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), Shanda Interactive Entertainment Limited, a company incorporated and existing under the laws of the Cayman Islands (“Parent”), and Shanda Music Group Limited, a company incorporated and existing under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Purchaser”).

TENDER OFFER AGREEMENT BETWEEN TXCELL S.A. AND SANGAMO THERAPEUTICS, INC. Dated as of July 20, 2018
Tender Offer Agreement • July 23rd, 2018 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances)

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, the Parties agree as follows:

RECITALS
Tender Offer Agreement • June 6th, 2000 • Koninklijke Philips Electronics Nv • Electronic & other electrical equipment (no computer equip) • New York
TENDER OFFER AGREEMENT
Tender Offer Agreement • August 31st, 2020 • Marchex Inc • Services-business services, nec • Delaware

THIS TENDER OFFER AGREEMENT (this “Agreement”) is made as of August 31, 2020 (the “Effective Date”), by and between Marchex, Inc., a Delaware corporation (the “Company”), and Edenbrook Capital, LLC, a New York limited liability company (“Edenbrook”). The Company and Edenbrook are at times referred to herein individually as a “Party” and collectively as the “Parties.”

TENDER OFFER AGREEMENT
Tender Offer Agreement • August 15th, 2023 • Pimco New York Municipal Income Fund Ii • New York

This Agreement (“Agreement”) is made and entered into as of the 11th day of August, 2023, by and among PIMCO Corporate Income & Opportunity Fund (“PTY”), PIMCO Municipal Income Fund (“PMF”), PIMCO Municipal Income Fund II (“PML”), PIMCO Municipal Income Fund III (“PMX”), PIMCO New York Municipal Income Fund (“PNF”), PIMCO New York Municipal Income Fund II (“PNI”) and PIMCO New York Municipal Income Fund III (“PYN” and, together with PTY, PMF, PML, PMX, PNF and PNI each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and Oppenheimer & Co., Inc. (“Oppenheimer”).

TENDER OFFER AGREEMENT
Tender Offer Agreement • November 24th, 2020 • PIMCO Income Strategy Fund II • New York

This Agreement (“Agreement”) is made and entered into as of the 13th day of June, 2019, by and among PIMCO Corporate & Income Opportunity Fund (“PTY”), PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN”) and PIMCO High Income Fund (“PHK” and, together with PTY, PCN, PFL and PFN each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and RJ Securities, Inc. (“Raymond James”).

TENDER OFFER AGREEMENT
Tender Offer Agreement • June 25th, 2019 • Pimco Income Strategy Fund • New York

This Agreement (“Agreement”) is made and entered into as of the 14th day of June, 2019, by and among PIMCO Corporate & Income Opportunity Fund (“PTY”), PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN”) and PIMCO High Income Fund (“PHK” and, together with PTY, PCN, PFL and PFN each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and RiverNorth Capital Management, LLC, on behalf of the investment funds and accounts it manages (collectively, the “RiverNorth Parties”).

AMENDMENT NO. 1 TO TENDER OFFER AGREEMENT
Tender Offer Agreement • October 26th, 2016 • Westinghouse Air Brake Technologies Corp • Railroad equipment

The Company, the Purchaser and Parent are individually referred to as a “Party” and collectively referred to as the “Parties”.

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