EX-99.2 4 dex992.htm STOCKHOLDER TENDER AND SUPPORT AGREEMENT EXECUTION VERSION STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • May 5th, 2020 • Delaware
STOCKHOLDER TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 24, 2011, is by and among CPK Holdings Inc., a Delaware corporation (“Parent”), CPK Merger Sub Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Sub”), California Pizza Kitchen, Inc., a Delaware corporation (the “Company”), Larry S. Flax (“Stockholder”) and certain trusts established by Stockholder and/or his spouse identified on the signature page hereto (the “Trusts”). The Company shall only be a party to this Agreement for purposes of Section 4(d)-(g) and Section 13 of this Agreement and the Trusts shall only be a party to this Agreement for purposes of Sections 3, 4, 5, 6 and 13 of this Agreement.
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services • Delaware
This STOCKHOLDER TENDER AND SUPPORT AGREEMENT (the “Agreement”), dated as of November 13, 2002, is entered into by and among FIDELIO ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Buyer”), FIDELIO SUB, INC., a Delaware corporation and wholly owned subsidiary of Buyer (“Sub”), and [ ] (“Stockholder”).
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • December 3rd, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Stockholder Tender and Support Agreement dated as of November 25, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and HOFFMANN-LA ROCHE INC., a New Jersey corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, 900 NORTH POINT ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and MEMORY PHARMACEUTICALS CORP., a Delaware corporation (the “Company”).
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
This Stockholder Tender and Support Agreement dated as of January 21, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and Roche Holdings, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Rocket Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”), and Ventana Medical Systems, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • October 23rd, 2009 • Gvi Security Solutions Inc • Communications equipment, nec • Delaware
This Stockholder Tender and Support Agreement (this “Agreement”) is dated as of October 21, 2009 between GenNx360 GVI Holding, Inc., a Delaware corporation (“Parent”), GenNx360 GVI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), GVI Security Solutions, Inc., a Delaware corporation (the “Company”), and the parties listed on Annex I (each, a “Stockholder”), each in the capacity as an owner of common stock, par value $.001 per share (“Common Stock”), options to purchase Common Stock (“Options”), and/or warrants to purchase Common Stock (“Warrants”) of the Company.
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • November 25th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Stockholder Tender and Support Agreement dated as of November 25, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and HOFFMANN-LA ROCHE INC., a New Jersey corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, 900 NORTH POINT ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and MEMORY PHARMACEUTICALS CORP., a Delaware corporation (the “Company”).
