Definition of Tender and Support Agreement


Tender and Support Agreement means the tender and support agreement dated on or around the date of this Agreement between the Shareholders of New River referred to therein and the Company.

Examples of Tender and Support Agreement in a sentence

The Company has taken all action necessary to exempt the Offer, the Merger, the execution, delivery and performance of this Agreement and the Tender and Support Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law.
No other "control share acquisition," "fair price," "moratorium" or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement and the Tender and Support Agreement or any of the transactions contemplated hereby and thereby.
The Parent and Merger Sub shall not waive or amend any provision of any other Tender and Support Agreement, dated as of the date hereof, by and between the Parent and Merger Sub and any other shareholder of the Company in a manner which is more favorable to such shareholder unless an equivalent amendment or waiver is offered to the Shareholder for its approval under this Agreement.
Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the Offer, the Merger, the Merger Agreement, the Tender and Support Agreement or the transactions contemplated thereby (other than the DGCL), and nothing in this Offer to Purchase nor any action taken in connection herewith is intended as a waiver of that right.
Section 3(a) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: Notwithstanding anything in this Agreement to the contrary, none of (i) the execution and delivery of the Merger Agreement, (ii) the execution and delivery of the Tender and Support Agreement, (iii) the consummation of the Offer, (iv) the consummation of the Merger, and (v) the consummation of the other transactions contemplated in the Merger Agreement shall be deemed to result in a Distribution Date.