Tender Agreements definition
Examples of Tender Agreements in a sentence
Prior to the execution of the Stockholder Tender Agreements, the Board of Directors of the Company approved the Stockholder Tender Agreements and the transactions contemplated thereby.
Except for the transactions contemplated by the Stock Option and Tender Agreements, as of the date of this Agreement, neither Parent nor Sub beneficially owns any Company Common Stock.
If any Takeover Statute becomes or is deemed to be applicable to the Company, Parent, the Purchaser or any Affiliate of Parent, the execution, delivery or performance of this Agreement, the Offer or the Merger, including the acquisition of Shares pursuant thereto, the Tender Agreements or any other transaction contemplated by this Agreement, then the Company and the Company Board shall take all actions necessary to render such Takeover Statute inapplicable to the foregoing.
Notwithstanding the generality of the foregoing, the UK City Code on Takeovers and Mergers is not applicable to the transactions contemplated hereby or the transactions contemplated by the Tender Agreements or to the execution and delivery hereof and thereof.
To the extent any of the provisions of this Agreement or the Tender Agreements conflict with any of the provisions of the Confidentiality Agreement, the provisions of this Agreement or the Tender Agreements, as the case may be, shall control and any such provisions of the Confidentiality Agreement shall be deemed amended and superseded.
No state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Tender Agreements, the Offer, the Merger or any other Transaction.
The Company hereby approves of and consents to the Offer, the Tender Agreements and the other transactions contemplated by this Agreement (collectively, the “Transactions”).
The Company represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are, assuming that Parent and its affiliates do not own any Shares, sufficient to render the relevant provisions of Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Offer, the Merger and the Tender Agreements (as defined in Section 8.4(b)).
A “Purchaser Material Adverse Effect” means a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or the Tender Agreements, or to consummate the Offer and the other Transactions.
This Agreement (including the Company Disclosure Schedule), the Tender Agreements, and the Confidentiality Agreement constitute the entire agreement among the parties to this Agreement and supersede all other prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.