Agreement Not to Tender. Until the Expiration Date, Stockholder shall not tender the Shares into any exchange or tender offer commenced by a third party other than Parent, Merger Sub or any other subsidiary of Parent.
Agreement Not to Tender. If Purchaser commences a tender offer (the "Offer") for the Common Stock pursuant to the Stock Purchase Agreement, Seller shall not tender any shares of Common Stock that he owns beneficially or of record in such Offer.
Agreement Not to Tender. Holder hereby agrees that, from the date hereof until the termination of this Agreement in accordance with its terms, such Holder shall not, and shall cause its Affiliates not to, directly or indirectly, tender or agree or commit to tender any of its Rollover Shares pursuant to the Offer, including in any “subsequent offering period” in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent any Holder directly or indirectly tenders or purports to tender any of its Rollover Shares in the Offer in violation or contravention of this Agreement, such Holder acknowledges and agrees that, to the maximum extent permitted by applicable Law, such tender and any right to receive the Offer Price thereunder shall in each case be null and void in all respects and such Rollover Shares shall remain subject to the terms of this Agreement; provided, if at any time the Rollover Shares are required under applicable Law to be treated pursuant to and in accordance with the Offer and the Merger Agreement and/or to receive the Offer Price, then the contribution of such Rollover Shares to Parent and the issuance of Parent Shares to such Holder in consideration therefor in each case as contemplated by this Agreement shall be null and void in all respects and such Holder shall have no claim or right to any Parent Shares pursuant to this Agreement or otherwise in respect of any such Rollover Shares. For the avoidance of doubt, each Holder acknowledges and agrees that, with respect to any share of Company Common Stock, in no circumstances shall such Holder have the right to receive both the Offer Price and any Parent Shares. This Article II shall terminate in the event that the offered price in the Offer exceeds the Offer Price.
Agreement Not to Tender. Each Stockholder hereby agrees not to tender its Shares in any tender offer, exchange offer or similar offer for the Common Stock made by any Person other than Parent or any of its Affiliates.
Agreement Not to Tender. Investor agrees that he shall not, without the prior written consent of Parent, directly or indirectly, tender his or her Covered Shares into the Offer, including any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, in any manner, or enter into any agreement, arrangement or understanding that results in such Covered Shares being tendered into the Offer, including any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. In furtherance of this Agreement, concurrently herewith, the Investor shall, and hereby does authorize the Company or its counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to any such Covered Shares attempted to be tendered into the Offer.
Agreement Not to Tender. The Investor agrees that he shall not, without the prior written consent of Parent, directly or indirectly, tender the Investor Owned Shares into the Offer in any manner. The Investor agrees to comply in all respects with Rule 14e-5 promulgated under the Exchange Act (notwithstanding whether the Investor would be subject to Rule 14e-5).
Agreement Not to Tender. Each Stockholder agrees that neither it nor any of its Affiliates shall tender or otherwise sell any of its or such Affiliate’s Liberty Shares in the Tender Offer without the prior written authorization of the Special Committee.
Agreement Not to Tender. The Investor agrees that it shall not, without the prior written consent of Purchaser, directly or indirectly, tender any Covered Shares into the Offer in any manner or enter into any agreement, arrangement or understanding that results in such Covered Shares being tendered into the Offer. The Investor further agrees that it shall not, without the prior written consent of Purchaser, convert any Covered Shares into Common Shares.
Agreement Not to Tender. Without limiting the generality of Section 1.4 and except as otherwise instructed by Parent in Parent’s sole and absolute discretion (in which case the provisions of Section 1.4 shall not apply in connection with a Transfer pursuant to such instruction), each Stockholder hereby agrees (a) not to tender or cause to be tendered into the Offer any of such Stockholder’s Subject Shares and (b) if from time to time any such Subject Shares are tendered into the Offer, promptly to withdraw or cause to be withdrawn such Subject Shares from the Offer.
Agreement Not to Tender. The Stockholder agrees that it shall not, without the prior written consent of the Company, directly or indirectly, tender the Subject Shares into the Offer, in any manner, or enter into any agreement, arrangement or understanding that results in the Subject Shares being tendered into the Offer. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to any Subject Shares attempted to be tendered into the Offer.
