Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement.
4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer.
4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support ...
Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer and (ii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or (B) a certificate representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as may be required) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time.
(b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”).
Agreement to Tender. Shareholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the Terms of the Offer all of the shares of Target Stock that Shareholder owns as of the date hereof as well as any additional shares of Target Stock that Shareholder may own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof (the "Shareholder Shares"). Within ten business days after the commencement of the Offer (or within ten business days after any Shareholder Shares are acquired during pendency of the Offer, if later), Shareholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shareholder Shares complying with the Terms of the Offer, (ii) certificates representing all of the Shareholder Shares and (iii) all other documents or instruments required to be delivered pursuant to the Terms of the Offer. Shareholder hereby permits Best Buy and Buyer to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) his identity and ownership of the Shareholder Shares and the nature of his commitments, arrangements and understandings under this Agreement.
Agreement to Tender. Subject to the terms of this Agreement, each Stockholder agrees to tender or cause to be tendered in the Offer all of such Stockholder’s Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Shares complying with the terms of the Offer, (b) a certificate representing all such Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (c) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw such Shares from the Offer, unless and until this Agreement shall have terminated with respect to such Stockholder in accordance with Section 2.
Agreement to Tender. The Stockholder agrees that, as promptly as practicable after the commencement of the Offer, and in any event no later than the fifth Business Day prior to the end of the Offer, the Stockholder shall irrevocably tender into the Offer all of the Owned Common Shares owned by the Stockholder, free and clear of all Liens. If the Stockholder acquires any Owned Common Shares after it has made such tender, then the Stockholder shall irrevocably tender into the Offer such additional Owned Common Shares within three Business Days after the date that the Stockholder shall acquire such additional Owned Shares. The Stockholder agrees that, once the Owned Common Shares are tendered into the Offer, the Stockholder shall not withdraw the tender of such Owned Common Shares unless the Offer shall have been terminated or shall have expired, in each case, prior to the Acceptance Date and in accordance with the terms of the Merger Agreement, or unless the Merger Agreement has been terminated. In the event that the Stockholder has the right to withdraw his tender as above provided, such withdrawal shall be effective automatically upon the delivery by the Stockholder of written notice of withdrawal to Parent, whereupon the term of this Agreement shall end.
Agreement to Tender. The Shareholder hereby agrees to validly tender or cause to be tendered in the Offer all the Shares pursuant to and in accordance with the terms of the Offer as promptly as practicable after commencement of the Offer, but in
(A) a letter of transmittal with respect to his Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his broker or such other Person that is the holder of record of any Shares to tender such Shares pursuant to and in accordance with the terms of the Offer and this Agreement. The Shareholder agrees that once his Shares are tendered, the Shareholder will not withdraw or cause to be withdrawn any of such Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 13(d). Upon the end of the Agreement Period, Parent shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consent.
Agreement to Tender. Company Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the tenth (10th) Business Day following the commencement of the Offer, Company Stockholder shall validly and irrevocably tender into the Offer (and deliver any certificates evidencing to the extent such Subject Shares are in certificated form) all of the Subject Shares owned by Company Stockholder on or prior to the tenth (10th) Business Day following the commencement of the Offer, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent Company Stockholder from tendering his or her Subject Shares in accordance with this Agreement or otherwise complying with his or her obligations under this Agreement. If Company Stockholder acquires any Subject Shares after the tenth (10th) Business Day following the commencement of the Offer (whether by exercise of a Company Option or otherwise), Company Stockholder shall validly tender into the Offer (and deliver any certificates evidencing to the extent such Subject Shares are in certificated form) such Subject Shares on or prior to the Expiration Time. Company Stockholder agrees that after the Subject Shares are tendered into the Offer, Company Stockholder shall not withdraw the tender of such Subject Shares unless the Offer shall have been terminated prior to the Expiration Time in accordance with the terms of the Merger Agreement, or the Merger Agreement has been terminated in accordance with its terms.
Agreement to Tender. (a) Each Company Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th Business Day following the commencement of the Offer, such Company Stockholder shall tender into the Offer all of the Subject Shares owned by such Company Stockholder on or prior to the 10th Business Day following the commencement of the Offer, free and clear of all of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent such Company Stockholder from tendering his shares in accordance with this Agreement or otherwise complying with his obligations under this Agreement. If any Company Stockholder acquires any Subject Shares after the 10th Business Day following the commencement of the Offer (including during any subsequent offering period, if any), such Company Stockholder shall tender into the Offer such Subject Shares within one Business Day following the date that such Company Stockholder shall acquire such Subject Shares.
(b) Each Company Stockholder agrees that once the Subject Shares are tendered into the Offer, such Company Stockholder shall not withdraw the tender of such Subject Shares unless the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement or the Merger Agreement has been terminated.
Agreement to Tender. Unless this Agreement shall have been terminated in accordance with its terms, each Securityholder shall validly tender or cause to be tendered in the Offer all of such Securityholder’s Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicable, but in any event no later than five Business Days after receipt by such Securityholder of all documents or instruments required to be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal, each Securityholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”)
(A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Securityholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Securityholder agrees that, once its Subject Shares are tendered, such Securityholder will not withdraw any of such Subject Shares from the Offer, unless and until (i) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its terms.
Agreement to Tender. The Stockholder hereby agrees to tender all of the outstanding Shares within five business days after the commencement of the Offer, pursuant to and in accordance with the terms of the Offer, and agrees that, prior to the termination of the Acquisition Agreement in accordance with its terms, the Stockholder will not withdraw its tender of the Shares. To effect such tender, the Stockholder shall, within such five business day period, (a) deliver to the depositary designated in the Offer: (i) a letter of transmittal with respect to such Shares complying with the terms of the Offer, (ii) certificates representing such Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (b) instruct its broker or such other person who is the holder of record of any Shares beneficially owned by the Stockholder to tender such shares for exchange in the Offer pursuant to the terms and conditions of the Offer.
