Common use of FORM OF SPOUSAL CONSENT Clause in Contracts

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19, 2016, by and among Allergan Holdco US, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] SPOUSE: Signature:

Appears in 2 contracts

Samples: Tender and Support Agreement (Allergan PLC), Tender and Support Agreement (Tobira Therapeutics, Inc.)

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FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 1916, 20162019, by and among Allergan Holdco US, Inc.X. Xxxxxxxx A/S, a Delaware corporation Danish aktieselskab (“Parent”), Sapphire Violet Acquisition Corp., a Delaware corporation and a wholly-an indirect wholly owned subsidiary of Parent Parent, (“Purchaser”), and the undersigned’s spouse (the “Stockholder”)) and each of the other individuals or entities set forth on Schedule A thereto. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] SPOUSE: Signature:

Appears in 1 contract

Samples: Tender and Support Agreement (Alder Biopharmaceuticals Inc)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender Voting and Support Agreement (the “Agreement”), entered into as of September 19August 30, 20162023, by and among Allergan Holdco USZevra Therapeutics, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp.Aspen Z Merger Sub, Inc., a Delaware corporation and a an indirect direct wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] August ___, 2023 SPOUSE: Signature: Print name:

Appears in 1 contract

Samples: Voting and Support Agreement (Acer Therapeutics Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and Xxxxxx Xxxxxx (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September November 19, 20162022, by and among Allergan Holdco US, Inc.Merck Sharp & Dohme LLC, a Delaware corporation New Jersey limited liability company (“Parent”), Sapphire Acquisition Corp.M-Inspire Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] November 19, 2022 SPOUSE: Xxxxxx Xxxxxx Signature:: /s/ Xxxx Xxxxxx Print name: Xxxx Xxxxxx EXHIBIT A

Appears in 1 contract

Samples: Tender and Support Agreement (Merck Sharp & Dohme LLC)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder Shareholder and that the undersigned is familiar with the terms of the Tender and Support Transfer Restriction Agreement (the “Agreement”), entered into as of September 19October 17, 20162023, by and among Allergan Holdco US, Thermo Fxxxxx Scientific Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned’s spouse (the “StockholderShareholder)) and each of the other individuals or entities set forth on Schedule A thereto. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder Shareholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by StockholderShareholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder Shareholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder Shareholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] SPOUSE: Signature: Print name:

Appears in 1 contract

Samples: Transfer Restriction Agreement (Olink Holding AB (Publ))

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and [•] (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19May 21, 20162023, by and among Allergan Holdco USIronwood Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] [ • ], 2023 SPOUSE: [_____________] Signature:_________________________ Print name: [•]

Appears in 1 contract

Samples: Transaction Agreement (VectivBio Holding AG)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and [•] (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19August 8, 20162023, by and among Allergan Holdco USRegeneron Pharmaceuticals, Inc., a Delaware New York corporation (“Parent”), Sapphire Symphony Acquisition Corp.Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] •], 2023 SPOUSE: [•] Signature:: Print name: [•] ]

Appears in 1 contract

Samples: Tender and Support Agreement (Decibel Therapeutics, Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder Shareholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19October 17, 20162023, by and among Allergan Holdco US, Thermo Xxxxxx Scientific Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp.the individuals or entities set forth on Schedule A thereto and, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”)solely with respect to Section 4.8, and Summa Equity AB, the undersigned’s spouse (the “StockholderShareholder)) and each of the other individuals or entities set forth on Schedule A thereto. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder Shareholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by StockholderShareholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder Shareholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder Shareholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [] ​ ​ SPOUSE: ​ ​ ​ ​ Signature: ​ ​ ​ ​ Print name:

Appears in 1 contract

Samples: Tender and Support Agreement (Thermo Fisher Scientific Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and [●] (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19May 21, 20162023, by and among Allergan Holdco USIronwood Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby hxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] [ · ], 2023 SPOUSE: [_____________] Signature:: Print name: [·]

Appears in 1 contract

Samples: Form of Tender and Support Agreement (Ironwood Pharmaceuticals Inc)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and Xxxxxx Xxxxxxx (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September November 19, 20162022, by and among Allergan Holdco US, Inc.Merck Sharp & Dohme LLC, a Delaware corporation New Jersey limited liability company (“Parent”), Sapphire Acquisition Corp.M-Inspire Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] November 19, 2022 SPOUSE: Xxxxxx Xxxxxxx Signature:: /s/ Xxxxx Xxxxxx Print name: Xxxxx Xxxxxx EXHIBIT A

Appears in 1 contract

Samples: Tender and Support Agreement (Merck Sharp & Dohme LLC)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19November 1, 20162017, by and among Allergan Holdco US, Inc.MAK LLC, a Delaware corporation limited liability company (“Parent”), Sapphire MEH Acquisition Corp.Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [] SPOUSE: Signature:: __________________________

Appears in 1 contract

Samples: Tender and Support Agreement (Ocera Therapeutics, Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder Shareholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19October , 20162023, by and among Allergan Holdco USKontron America, Inc.Incorporated, a Delaware corporation (“Parent”), Sapphire Acquisition Corp.Kontron Merger Sub., Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”)Parent, and the undersigned’s spouse (the “StockholderShareholder)) and each of the other individuals or entities set forth on Schedule A thereto. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder Shareholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by StockholderShareholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder Shareholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder Shareholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] SPOUSE: Signature: Print name:

Appears in 1 contract

Samples: Tender and Support Agreement (Bsquare Corp /Wa)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender Voting and Support Agreement (the “Agreement”), entered into as of September 19August ___, 20162023, by and among Allergan Holdco USZevra Therapeutics, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp.Aspen Z Merger Sub, Inc., a Delaware corporation and a an indirect direct wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] August ___, 2023 SPOUSE: Signature: Print name:

Appears in 1 contract

Samples: Voting and Support Agreement (Zevra Therapeutics, Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder Shareholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19October 17, 20162023, by and among Allergan Holdco US, Thermo Fxxxxx Scientific Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp.the individuals or entities set forth on Schedule A thereto and, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”)solely with respect to Section 4.8, and Summa Equity AB, the undersigned’s spouse (the “StockholderShareholder)) and each of the other individuals or entities set forth on Schedule A thereto. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder Shareholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by StockholderShareholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder Shareholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder Shareholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] SPOUSE: Signature: Print name:

Appears in 1 contract

Samples: Tender and Support Agreement (Olink Holding AB (Publ))

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19May 9, 20162018, by and among Allergan Holdco USXxx Xxxxx and Company, Inc., a Delaware an Indiana corporation (“Parent”), Sapphire Bluegill Acquisition Corp.Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] May 9, 2018 SPOUSE: Signature:: /s/ Xxxx Xxx Xxxx Print name: Xxxx Xxx Xxxx Schedule A Name of Stockholder Number of Shares of Company Common Stock Company Stock Options Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx XIV, LLC (signed for by KPCB Holdings, Inc., as Nominee) 3,475,576 — KPCB XIV Founders Fund, LLC (signed for by KPCB Holdings, Inc., as Nominee) 294,029 — Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx XVI, LLC (signed for by KPCB Holdings, Inc., as Nominee) 480,625 — KPCB XVI Founders Fund, LLC (signed for by KPCB Holdings, Inc., as Nominee) 16,453 — OrbiMed Private Investments IV, LP 3,709,356 — OrbiMed Private Investments V, LP 409,547 — Decheng Capital China Life Sciences USD Fund II, L.P. 1,214,700 — Quan Venture Fund I, L.P. 404,900 — Xxxxx Van Vlasselaer, Ph.D. 809,865 1,025,528 [Schedule A to Tender and Support Agreement] EXHIBIT A

Appears in 1 contract

Samples: Tender and Support Agreement (ARMO BioSciences, Inc.)

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FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder Shareholder and that the undersigned is familiar with the terms of the Tender and Support Transfer Restriction Agreement (the “Agreement”), entered into as of September 19October 17, 20162023, by and among Allergan Holdco US, Thermo Xxxxxx Scientific Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned’s spouse (the “StockholderShareholder)) and each of the other individuals or entities set forth on Schedule A thereto. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder Shareholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by StockholderShareholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder Shareholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder Shareholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [] ​ ​ SPOUSE: ​ ​ ​ ​ Signature: ​ ​ ​ ​ Print name:

Appears in 1 contract

Samples: Transfer Restriction Agreement (Thermo Fisher Scientific Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and [•] (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19November [•], 20162022, by and among Allergan Holdco US, Inc.Merck Sharp & Dohme LLC, a Delaware corporation New Jersey limited liability company (“Parent”), Sapphire Acquisition Corp.M-Inspire Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: November [●] •], 2022 SPOUSE: [ ] Signature:: Print name: [•]

Appears in 1 contract

Samples: Tender and Support Agreement (Imago BioSciences, Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19April 25, 20162018, by and among Allergan Holdco USNice Systems, Inc., a Delaware corporation (“Parent”), Sapphire NICE Acquisition Corp.Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“PurchaserAcquisition Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [] SPOUSE: Signature:

Appears in 1 contract

Samples: Tender and Support Agreement (Mattersight Corp)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and Xxxxxxx X. Xxxxxxxx (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September November 19, 20162022, by and among Allergan Holdco US, Inc.Merck Sharp & Dohme LLC, a Delaware corporation New Jersey limited liability company (“Parent”), Sapphire Acquisition Corp.M-Inspire Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] November 19, 2022 SPOUSE: Xxxxxxx X. Xxxxxxxx Signature:: /s/ Xxxx X. Xxxxxxxx Print name: Xxxx X. Xxxxxxxx EXHIBIT A FORM OF SPOUSAL CONSENT The undersigned represents that the undersigned is the spouse of Xxxx X. Xxxxxxxx, Xx. (the “Stockholder”), that the undersigned has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of November 19, 2022, by and among Merck Sharp & Dohme LLC, a New Jersey limited liability company (“Parent”), M-Inspire Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: November 19, 2022 SPOUSE: Xxxx X. Xxxxxxxx, Xx. Signature: /s/ Xxxx Xxxx Print name: Xxxx Xxxx

Appears in 1 contract

Samples: Tender and Support Agreement (Merck Sharp & Dohme LLC)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19May 9, 20162018, by and among Allergan Holdco USXxx Lilly and Company, Inc., a Delaware an Indiana corporation (“Parent”), Sapphire Bluegill Acquisition Corp.Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [] SPOUSE: Signature:

Appears in 1 contract

Samples: Tender and Support Agreement (ARMO BioSciences, Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and Xxxxxx Xxxxx (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19April 18, 20162022, by and among Allergan Holdco USRegeneron Pharmaceuticals, Inc., a Delaware New York corporation (“Parent”), Sapphire Scandinavian Acquisition Corp.Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] April 18, 2022 SPOUSE: XXXXXXX XXXXX Signature:: /s/ Xxxxxxx Xxxxx Print name: Xxxxxxx Xxxxx

Appears in 1 contract

Samples: Tender and Support Agreement (Checkmate Pharmaceuticals, Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and Xxxxx Xxxxxxx (the “Stockholder”), that the undersigned is familiar with has read and understands the contents and terms of the Tender and Support Agreement (the “Agreement”), entered into as of September November 19, 20162022, by and among Allergan Holdco USMerck Sharp & Dohme LLC, a New Jersey limited liability company (“Parent”), M-Inspire Merger Sub, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a wholly-owned wholly -owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby xxxxxx agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [●] November 19, 2022 SPOUSE: Xxxxx Xxxxxxx Signature:: /s/ Xxxx Xxxxxx Print name: Xxxx Xxxxxx EXHIBIT A

Appears in 1 contract

Samples: Tender and Support Agreement (Merck Sharp & Dohme LLC)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder the Shareholder (as defined below) and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19____________, 20162024, by and among Allergan Holdco USbetween CoreRx, Inc., a Delaware Florida corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), ) and the undersigned’s spouse (the “StockholderShareholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby hxxxxx agrees that the interest of Stockholder the Shareholder in all property which is the subject of such the Agreement shall be irrevocably bound by the terms of such the Agreement and by any amendment, modification, waiver or termination signed by Stockholderhe Shareholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such the Agreement shall be irrevocably bound by the terms of such the Agreement, and that such the Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder the Shareholder to amend, modify or terminate such the Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder the Shareholder shall be binding on the community property interest of undersigned in all property which is the subject of such the Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such the amendment, modification, waiver or termination. DatedSpouse By: [●] SPOUSE: SignatureName:

Appears in 1 contract

Samples: Form of Tender and Support Agreement (Societal CDMO, Inc.)

FORM OF SPOUSAL CONSENT. The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of September 19[—], 20162017, by and among Allergan Holdco US[PARENT], a corporation organized under the laws of Japan (“Parent”), Kiku Merger Co., Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a an indirect wholly-owned subsidiary of Parent (“PurchaserMerger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [·] SPOUSE: Signature: Print name:

Appears in 1 contract

Samples: Tender and Support Agreement (Ariad Pharmaceuticals Inc)

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