Tender and Voting Agreement definition
Examples of Tender and Voting Agreement in a sentence
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.
Parent, Purchaser, and each Stockholder have caused this Stock Tender and Voting Agreement to be duly executed as of the day and year first above written.
The Merger Agreement; The Tender and Voting Agreement) of this Offer to Purchase for more information.
Parent, Acquisition Sub and certain stockholders of the Company (the “Stockholders”) have entered into a certain Tender and Voting Agreement, dated as of the date hereof (the “Tender and Voting Agreement”), providing that, among other things, subject to the terms and conditions set forth therein, the Stockholders will support the transactions contemplated by this Agreement.
The Board of Directors of the Company has taken appropriate irrevocable action (a) such that the provisions of Section 14A:10A-1 of the New Jersey Act will not apply to the Offer, the Merger or any of the other transactions contemplated by this Agreement or the Tender and Voting Agreement and (b) such that the provisions of any other state takeover law will not be applicable to the Offer, the Merger or any of the other transactions contemplated by this Agreement or the Tender and Voting Agreement.
Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date hereof, prepare and file any notifications required under any applicable antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated by this Agreement and the Tender and Voting Agreement.
This Agreement shall become effective as of the Acceptance Time (as defined in the Share Allocation Agreement), unless: (a) the Agreement to Tender and Voting Agreement dated of even date herewith among Parent, Acquisition Sub and Shareholder was validly terminated by Shareholder prior to the Acceptance Time; and (b) Shareholder did not tender any securities of the Company held by Shareholder pursuant to the Offer (as defined in the Share Allocation Agreement) prior to the Acceptance Time.
Each party shall use its reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and the Tender and Voting Agreement, and to submit promptly any additional information requested by any such Governmental Body.
Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and thereby.
The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and thereby.