Common use of Tender of the Shares Clause in Contracts

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by it, or cause its Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date.

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly validly tender (and deliver any certificates evidencing) its Shares other than the RS Shares beneficially held by itand NC Shares (the “Tender Shares”), or cause its the Tender Shares to be duly tendered, into pursuant to and in accordance with the terms of the Offer promptly following, and in any event no later than the tenth ten (10th10) business day Business Days following Stockholder’s receipt of a letter of transmittal with respect to the Offer DocumentsOffer, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its the Tender Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Dateas otherwise provided pursuant to Section 9 hereof.