Agreement to Tender Shares. Stockholder agrees to accept the Offer, to tender the Shares into the Offer and not to withdraw such Shares prior to consummation of the Offer or withdrawal of the Offer by Purchaser, unless a transaction is proposed in which any person or entity (other than Purchaser or Parent) would become the beneficial owner of 50% or more of the outstanding C.R. Xxxxxx Xxxmon and Purchaser shall not have exercised the Option.
Agreement to Tender Shares. (a) Subject to the terms of this Agreement and the 203 Approval (which has been obtained prior to the execution of this Agreement), Stockholder hereby agrees that it shall irrevocably tender its Shares, or cause its Shares to be validly and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (as defined below) (except for Permitted Liens (as defined below)).
(b) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement and the full and complete satisfaction of the terms of the Offer, Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholder of the Company), including but not limited to rights arising out of Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be transferred to Merger Sub and Parent upon the transfer to Merger Sub or Parent of Stockholder’s Shares.
(c) If the Board or the Special Committee has effected (and not withdrawn) an Intervening Event Adverse Recommendation Change in accordance with the Merger Agreement, then the obligation of Stockholder to tender its Shares in the manner set forth in this Section 1 shall be, by virtue of such Intervening Event Adverse Recommendation Change, automatically modified such that the Stockholder, together with the other stockholders of the Company entering into substantially similar tender and support agreements with Parent and Merger Sub on the date hereof (the “Other Support Agreements”), shall collectively only be required to tender into the Offer that number of Shares equal to an aggregate number of Shares which, together with Shares as defined in the Other Support Agreements, equal in the aggregate thirty percent (30%) of the total number of shares of Company Common Stock outstanding as of the expiration of the Offer (with Stockholder being obligated to tender its pro rata portion thereof).
Agreement to Tender Shares. Subject to the terms of this Agreement, each Holder hereby agrees to, as promptly as practicable after the commencement of the Offer, and in any event no later than the fifteenth (15th) business day (determined pursuant to Exchange Act Rule 14d-1(g)(3)) after the commencement of the Offer, tender or cause to be tendered in the Offer all of such Holder’s Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Permitted Liens) (the “Tender Date”). Without limiting the generality of the foregoing, no later than fifteen (15) business days (determined pursuant to Exchange Act Rule 14d-1(g)(3)) following commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer, each Holder shall: (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to such Holder’s Shares complying with the terms of the Offer, (ii) a Certificate (or affidavits of loss in lieu thereof) representing such Shares or an “agent’s message” in customary form (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares and (iii) all other documents or instruments required to be delivered by the stockholders of the Company pursuant to the terms of the Offer; or (b) instruct such Holder’s broker or such other Person that is the holder of record of any Shares beneficially owned by such Holder to tender such Shares pursuant to and in accordance with clause (a) of this Section 2 and the terms of the Offer. Once such Holder’s Shares are tendered, such Holder shall not withdraw any of such Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 8 or the Offer has been terminated or expired without Merger Sub having purchased all Shares tendered into the Offer in accordance with its terms. If any Holder acquires any Shares after the Tender Date, such Holder shall tender into the Offer such Shares prior to the earlier of (x) five (5) business days (determined pursuant to Exchange Act Rule 14d-1(g)(3)) following the date that such Holder acquired such Shares and (y) the Expiration Date.
Agreement to Tender Shares. Each of the Shareholders hereby agrees that such Shareholder shall tender, or if such Shareholder holds such shares through a broker, instruct the broker to tender, his, her or its Common Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer, pursuant to and in accordance with the terms of the Offer Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired.
Agreement to Tender Shares. Each Stockholder will tender or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer and Rule 14d-2 promulgated under the Securities Exchange Act of 1934, not later than the tenth business day after commencement of the Offer and will cause to remain validly tendered and not withdrawn until termination of this Agreement, all of such Stockholder's Subject Shares. Each Stockholder hereby acknowledges that Purchaser's obligation to accept for payment and pay the Offer Price for Shares (including such Stockholder's Subject Shares) pursuant to the Offer is subject to the terms and conditions of the Offer set forth in the Merger Agreement.
Agreement to Tender Shares. Stockholder hereby covenants and agrees to tender and, subject to the satisfaction of the Minimum Condition, to sell to Merger Sub, not later than one (1) business day prior to the initial expiration date of the Offer, without regard to any extension thereof (the “Initial Expiration Date”), all the Shares, pursuant to and in accordance with the Offer and this Agreement. Stockholder agrees that Stockholder shall deliver or cause to be delivered to the depositary for the Offer, not later than one (1) business day before the Initial Expiration Date of the Offer, either a letter of transmittal together with the certificates for the Shares, if available, or a “Notice of Guaranteed Delivery”, if the certificates for the Shares are not available. After such tender Stockholder shall not withdraw any such Shares, until this Agreement is terminated in accordance with its terms. Stockholder further agrees not to enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative or any provision contained in this Section 1.2.
Agreement to Tender Shares. Each Stockholder will tender or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer and Section 14d-2 under the Securities Exchange Act of 1934, not later than the tenth business day after commencement of the Offer and will cause to remain validly tendered and not withdrawn until termination of this Agreement, all of such Stockholder's Subject Shares (other than Shares for which unexercised options are exercisable unless such options have been exercised). Each Stockholder hereby acknowledges that Purchaser's obligation to accept for payment and pay for Shares (including such Stockholder's Subject Shares) pursuant to the Offer is subject to the terms and conditions of the Offer set forth in the Merger Agreement. Notwithstanding the provisions of the first sentence of this Section 1.1, in the event that any Subject Shares are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Subject Shares will remain subject to the terms of this Agreement. Nothing in this Agreement shall obligate any Stockholder to exercise any option to purchase Shares.
Agreement to Tender Shares. Each Holder shall validly tender or cause to be validly tendered in the Offer all of such Holder’s Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Permitted Liens). Without limiting the generality of the foregoing, no later than ten (10) business days following, the later of (x) commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer and (y) the date of delivery by the Company of the form letter of transmittal with respect to the Offer, each Holder shall: (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to such Holder’s Shares complying with the terms of the Offer, (ii) a Certificate (or affidavits of loss in lieu thereof) representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a Book-Entry Share and (iii) all other documents or instruments required to be delivered by the stockholders of the Company pursuant to the terms of the Offer; or (b) instruct such Holder’s broker or such other Person that is the holder of record of any Shares beneficially owned by such Holder to tender such Shares pursuant to and in accordance with clause (a) of this Section 2 and the terms of the Offer. Once such Holder’s Shares are tendered, such Holder shall not withdraw any of such Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 8.
Agreement to Tender Shares. (a) Stockholder hereby agrees that promptly after the commencement of the Offer, but in any event no later than 5:00 p.m. New York time on the third business day before the initially scheduled expiration of the Offer, Stockholder shall tender into the Offer all of the Shares. Stockholder shall not withdraw any of the Shares previously tendered into the Offer.
(b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to tender into the Offer all of the Shares in accordance with Section 3(a).
Agreement to Tender Shares. No later than the fifth Business Day after commencement of the Offer, each Stockholder will validly tender or cause to be validly tendered all of the Subject Shares pursuant to and in accordance with the terms of the Offer and Section 14d-2 under the Exchange Act, and will cause all of the Subject Shares to remain validly tendered and, except as explicitly provided herein, not withdrawn at all times prior to the expiration or termination of the Offer. Each Stockholder hereby acknowledges that Purchaser’s obligation to accept for payment and pay for Common Shares (including the Subject Shares) pursuant to the Offer is subject to the terms and conditions of the Offer set forth in the Merger Agreement. If any Subject Shares are for any reason not purchased pursuant to the Offer, such Subject Shares will remain subject to the terms of this Agreement until this Agreement terminates in accordance with Section 6.2. Nothing in this Agreement shall obligate any Stockholder to exercise any option to purchase Common Shares.
