Common use of Agreement to Tender Shares Clause in Contracts

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)). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the fifth (5th) business day after, the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, Stockholder shall deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the “Tender Date”) together with the letter of transmittal and all other documents or instruments that are required to be delivered pursuant to the terms of the Offer in order to effect the valid tender of Stockholder’s Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares and (y) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, unless and until (i) this Agreement shall have been terminated in accordance with Section 2 hereof or (ii) the Offer shall have been terminated in accordance with the Merger Agreement. Upon the occurrence of (i) or (ii) in the preceding sentence, Parent and Merger Sub shall promptly return, and shall cause any depository or paying agent, including the Payment Agent, acting on behalf of Pxxxxx and Merger Sub, to return all tendered Shares to Stockholder.

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 each Holder hereby agrees that it shall irrevocably 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 its Shares, or cause its Shares to be validly and irrevocably tendered, into 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 (as defined belowother than Permitted Liens) (except for Permitted Liens (as defined below)the “Tender Date”). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the fifth fifteen (5th15) business day after, days (determined pursuant to Exchange Act Rule 14d-1(g)(3)) following commencement (within the commencement meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer pursuant to Section 1.1 of the Merger AgreementOffer, Stockholder shall each Holder shall: (a) deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the “Tender Date”i) together with the 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 that are 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 order to effect the valid tender of Stockholder’s Sharesaccordance with its terms. If Stockholder any Holder acquires any Shares after the Tender Date, Stockholder such Holder shall tender into the Offer such Shares prior to the earlier of (x) the fifth five (5th5) business day days (determined pursuant to Exchange Act Rule 14d-1(g)(3)) following the date that Stockholder shall acquire such Holder acquired such Shares and (y) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, unless and until (i) this Agreement shall have been terminated in accordance with Section 2 hereof or (ii) the Offer shall have been terminated in accordance with the Merger Agreement. Upon the occurrence of (i) or (ii) in the preceding sentence, Parent and Merger Sub shall promptly return, and shall cause any depository or paying agent, including the Payment Agent, acting on behalf of Pxxxxx and Merger Sub, to return all tendered Shares to Stockholder.

Agreement to Tender Shares. (a) Subject In order to induce Parent and Purchaser to enter into the terms of this Agreement and the 203 Approval (which has been obtained prior to the execution of this Merger Agreement), each Stockholder hereby agrees that it shall irrevocably to validly tender its Shares, (or cause its Shares the record owner of such shares to be validly and irrevocably tendered, into the Offer tender) pursuant to and in accordance with the terms of the OfferOffer and Section 14d-2 under the Securities Exchange Act of 1934, free and clear of all Liens (as defined below) (except for Permitted Liens (as defined below)). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event not later than the fifth (5th) seventh business day after, the after commencement of the Offer and will cause to remain validly tendered and not withdrawn until termination of this Agreement, all shares of Common Stock which are beneficially owned by such Stockholder as of the date hereof (other than Shares for which unexercised options are exercisable unless such options have been exercised, the "Existing Shares"), the number of which is set forth below each Stockholder's name on the signature pages hereto. If a Stockholder acquires beneficial ownership of any shares of Common Stock other than the Existing Shares in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options, warrants or other rights to acquire Common Stock or in any other way ("Additional Shares" and, together with the Existing Shares, the "Subject Shares"), such Stockholder shall validly tender (or cause the record owner of such shares to validly tender) pursuant to Section 1.1 of the Merger Agreement, Stockholder shall deliver pursuant to and in accordance with the terms of the Offer not later than the later of the seventh business day after commencement of the Offer and the second business day after such acquisition and not withdraw all of such Additional Shares. Each Stockholder hereby acknowledges and agrees that Purchaser's obligation to accept for payment, purchase and pay for shares of Common Stock in the Shares owned by Stockholder as Offer, including the Subject Shares, is subject to the terms and conditions of the date Offer set forth in the Merger Agreement. Notwithstanding the provisions of the first sentence of this Section 2.01, in the event that any Subject Shares are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such tender (the “Tender Date”) together with the letter of transmittal and all other documents or instruments that are required to be delivered pursuant Subject Shares will remain subject to the terms of the Offer this Agreement. Nothing in order to effect the valid tender of Stockholder’s Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares and (y) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, unless and until (i) this Agreement shall have been terminated in accordance with Section 2 hereof or (ii) the Offer shall have been terminated in accordance with the Merger Agreement. Upon the occurrence of (i) or (ii) in the preceding sentence, Parent and Merger Sub shall promptly return, and shall cause obligate any depository or paying agent, including the Payment Agent, acting on behalf of Pxxxxx and Merger Sub, Stockholder to return all tendered Shares exercise any option to Stockholderpurchase Shares.

Agreement to Tender Shares. (a) Subject In order to induce Parent and Purchaser to enter into the terms of this Agreement and Merger Agreement, the 203 Approval (which has been obtained prior to the execution of this Agreement), Stockholder hereby agrees that it shall irrevocably to validly tender its Shares, (or cause its Shares the record owner of such shares to be validly and irrevocably tendered, into the Offer tender) pursuant to and in accordance with the terms of the OfferOffer and Section 14d-2 under the Securities Exchange Act of 1934, free and clear of all Liens (as defined below) (except for Permitted Liens (as defined below)). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event not later than the fifth (5th) business day after, the Business Day after commencement of the Offer and will cause to remain validly tendered and not withdrawn until termination of this Agreement, all shares of Company Common Stock which are beneficially owned by the Stockholder as of the date hereof (other than shares of Company Common Stock for which unexercised stock options are exercisable unless such stock options have been exercised, the "Existing Shares"), the number of which is set forth below the Stockholder's name on the signature pages hereto. If a Stockholder acquires beneficial ownership of any shares of Company Common Stock other than the Existing Shares in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of stock options, warrants or other rights to acquire Company Common Stock or in any other way ("Additional Shares" and, together with the Existing Shares, the "Subject Shares"), the Stockholder shall validly tender (or cause the record owner of such shares to validly tender) pursuant to Section 1.1 of the Merger Agreement, Stockholder shall deliver pursuant to and in accordance with the terms of the Offer not later than the later of the fifth Business Day after commencement of the Offer and the second Business Day after such acquisition and not withdraw all of such Additional Shares. The Stockholder hereby acknowledges and agrees that Purchaser's obligation to accept for payment, purchase and pay for shares of Common Stock in the Shares owned by Stockholder as Offer, including the Subject Shares, is subject to the terms and conditions of the date Offer set forth in the Merger Agreement. Notwithstanding the provisions of the first sentence of this Section 2.01, in the event that any Subject Shares are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such tender (the “Tender Date”) together with the letter of transmittal and all other documents or instruments that are required to be delivered pursuant Subject Shares will remain subject to the terms of the Offer this Agreement. Nothing in order to effect the valid tender of Stockholder’s Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares and (y) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, unless and until (i) this Agreement shall have been terminated in accordance with Section 2 hereof or (ii) the Offer shall have been terminated in accordance with the Merger Agreement. Upon the occurrence of (i) or (ii) in the preceding sentence, Parent and Merger Sub shall promptly return, and shall cause obligate any depository or paying agent, including the Payment Agent, acting on behalf of Pxxxxx and Merger Sub, Stockholder to return all tendered Shares exercise any option to Stockholderpurchase Company Common Stock.

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 each Holder hereby agrees that it shall irrevocably to, as promptly as practicable after the commencement of the Offer, and in any event no later than the tenth (10th) business day (determined pursuant to 1934 Act Rule 14d-1(g)(3)) after the commencement of the Offer, tender its Shares, or cause its Shares to be validly and irrevocably tendered, into 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 (as defined belowother than Permitted Liens) (except for Permitted Liens (as defined below)the “Tender Date”). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the fifth ten (5th10) business day after, days (determined pursuant to 1934 Act Rule 14d-1(g)(3)) following commencement (within the commencement meaning of Rule 14d-2 promulgated under the 1000 Xxx) of the Offer pursuant to Section 1.1 of the Merger AgreementOffer, Stockholder shall each Holder shall: (a) deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the “Tender Date”i) together with the 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 Uncertificated Shares and (iii) all other documents or instruments that are 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 Subsidiary having purchased all Shares tendered into the Offer in order to effect the valid tender of Stockholder’s Sharesaccordance with its terms. If Stockholder any Holder acquires any Shares after the Tender Date, Stockholder such Holder shall tender into the Offer such Shares prior to the earlier of (x) the fifth three (5th3) business day days (determined pursuant to 1934 Act Rule 14d-1(g)(3)) following the date that Stockholder shall acquire such Holder acquired such Shares and (y) the Offer Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, unless and until (i) this Agreement shall have been terminated in accordance with Section 2 hereof or (ii) the Offer shall have been terminated in accordance with the Merger Agreement. Upon the occurrence of (i) or (ii) in the preceding sentence, Parent and Merger Sub shall promptly return, and shall cause any depository or paying agent, including the Payment Agent, acting on behalf of Pxxxxx and Merger Sub, to return all tendered Shares to StockholderTime.