Common use of Agreement to Tender and not Withdraw Clause in Contracts

Agreement to Tender and not Withdraw. Subject to the terms of this Agreement, the Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the tenth Business Day following the commencement of the Offer, the Stockholder shall irrevocably tender into the Offer all of the Owned Shares in accordance with the terms of the definitive Offer documents, free and clear of all Liens; provided, however, that the Stockholder will not be obligated to tender any Owned Shares if such tender will subject the Stockholder to liability under Section 16 of the Act. If the Stockholder acquires any Owned Shares after making such tender (or any subsequent tender with respect to the Offer), the Stockholder shall irrevocably tender into the Offer such after-acquired Owned Shares as promptly as practicable after the Stockholder acquires such Owned Shares. The Stockholder agrees that, once Owned Shares are tendered into the Offer, the Stockholder shall not withdraw the tender of such Owned Shares unless (i) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the definitive Offer documents, or (ii) Purchaser shall be in default hereunder or under the definitive Offer documents, or (iii) as may be permitted under Applicable Law.

Agreement to Tender and not Withdraw. Subject to the terms of this Agreement, the Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the tenth Business Day following the commencement close of the Offerbusiness, New York City time on July 30, 2010, the Stockholder shall irrevocably tender into the Offer all of the Owned Shares in accordance with the terms of the definitive Offer documents, free and clear of all Liens; provided, however, that the Stockholder will not be obligated to tender any Owned Shares if such tender will subject the Stockholder to liability under Section 16 of the Act. If the Stockholder acquires any Owned Shares after making such tender (or any subsequent tender with respect to the Offer), the Stockholder shall irrevocably tender into the Offer such after-acquired Owned Shares as promptly as practicable after the Stockholder acquires such Owned Shares. The Stockholder agrees that, once Owned Shares are tendered into the Offer, the Stockholder shall not withdraw the tender of such Owned Shares unless (i) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the definitive Offer documents, or (ii) Purchaser shall be in default hereunder or under the definitive Offer documents, or (iii) as may be permitted under Applicable Law.

Agreement to Tender and not Withdraw. Subject to the terms of this Agreement, the each Stockholder agrees that 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, the such Stockholder shall irrevocably tender into the Offer all of the Owned Shares in accordance with the terms of the definitive Offer offer documents, free and clear of all Liens; provided, however, that the Stockholder will not be obligated to tender any Owned Shares if such tender will subject the Stockholder to liability under Section 16 of the Act. If the any Stockholder acquires any Owned Shares after making such tender (or any subsequent tender with respect to the Offertender), the such Stockholder shall irrevocably tender into the Offer such after-acquired Owned Shares as promptly as practicable after on the date that such Stockholder acquires such Owned Shares. The Stockholder agrees that, Stockholders agree that once Owned Shares are tendered into the Offer, the Stockholder Stockholders shall not withdraw the tender of such Owned Shares unless (i) the Offer shall have been terminated or shall have expired, without shares being accepted for payment thereunder, in each case, in accordance with the terms of the definitive Offer offer documents. For purposes of this agreement, “Lien” means, with respect to the Owned Shares or, any mortgage, lien, pledge, infringement, reservation, restriction, charge, security interest or (ii) Purchaser shall be similar encumbrance of any kind or character in default hereunder or under the definitive Offer documents, or (iii) as may be permitted under Applicable Lawrespect of such Owned Shares.