Tender Agreement means the Tender Agreement, by and among the Company, Redcats, Merger Sub and Raphael Benaroya, dated as of September 10, 2007, as it may be amended from time to time.
Examples of Tender Agreement in a sentence
As used in this Agreement, the following terms shall have the following meanings: Acquisition means the initial acquisition by AcquisitionCo (and/or, if applicable, the Company) of a number of shares in the Target which represent (after taking into account any treasury shares held by the Target subject to the Non-Tender Agreement) at least 75% of the voting rights in the Target via a tender offer completed pursuant to the Acquisition Documentation.
This proxy is irrevocable, is coupled with an interest and is granted in connection with a Stock Tender and Voting Agreement, dated as of the date hereof, among Saturn, SSI Acquisition Corp. and the undersigned (the "Stock Tender Agreement"), and is granted in consideration of Saturn entering into the Agreement and Plan of Merger, dated as of the date hereof, among Saturn, SSI Acquisition Corp. and Smartflex (the "Merger Agreement").
None of Parent, Merger Sub and their Affiliates owns (directly or indirectly, beneficially or of record, including pursuant to a derivatives contract), or is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of the Company (other than as contemplated by this Agreement and the Tender Agreement).
In addition, upon payment to the Agent of the Prepayment Amount and the amount owing, if any, in respect of the "C Drawing" made in conjunction with the "A Drawing" to which such Prepayment Amount relates, the Agent shall direct the Tender Agent to release Escrow Bonds in an aggregate principal amount equal to the Prepayment Amount, all in accordance with the provisions of Section 7(b) of the Tender Agreement.
Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Stockholder Tender Agreement, this Stockholder Tender Agreement shall be binding upon any Person to whom any Subject Securities are Transferred.