Common use of Agreement to Tender Shares Clause in Contracts

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. 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 tenth (15th10th) business day (determined pursuant to Exchange 1934 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 ten (1510) business days (determined pursuant to Exchange 1934 Act Rule 14d-1(g)(3)) following commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act1000 Xxx) 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 Uncertificated 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 Subsidiary 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 three (53) business days (determined pursuant to Exchange 1934 Act Rule 14d-1(g)(3)) following the date that such Holder acquired such Shares and (y) the Offer Expiration DateTime.

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), each Holder Stockholder hereby agrees tothat it shall irrevocably tender its Shares, 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 its Shares to be tendered in validly and irrevocably tendered, into 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 Liensas defined below) (the “Tender Date”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 fifteen the fifth (155th) business days (determined day after, the commencement of the Offer pursuant to Exchange Act Rule 14d-1(g)(3)) following commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) Section 1.1 of the OfferMerger Agreement, each Holder shall: (a) Stockholder shall deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (ithe “Tender Date”) a together with the 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 accordance with its termsorder to effect the valid tender of Stockholder’s Shares. If any Holder Stockholder acquires any Shares after the Tender Date, such Holder Stockholder shall tender into the Offer such Shares prior to the earlier of (x) five the fifth (55th) business days (determined pursuant to Exchange Act Rule 14d-1(g)(3)) day following the date that such Holder acquired 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 Xxxxxx and Merger Sub, to return all tendered Shares to Stockholder. (b) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, 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.

Agreement to Tender Shares. Subject to the terms of this Agreement, each Holder (a) Stockholder hereby agrees tothat it shall irrevocably tender its Shares, 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 its Shares to be tendered in validly and irrevocably tendered, into 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, as promptly as practicable after, but in no event later than fifteen the tenth (1510th) business days (determined day after, the commencement of the Offer pursuant to Exchange Act Rule 14d-1(g)(3)) following commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) Section 2.1 of the OfferMerger Agreement, each Holder shall: (a) Stockholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to such Holder’s Shares complying with the terms all of the Offer, Shares owned by Stockholder as of the date of such tender (iithe “Tender Date”) 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; that Parent 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 may reasonably require in order to effect the Offer in accordance with its termsvalid tender of Stockholder’s Shares. If any Holder Stockholder acquires any Shares after the Tender Date, such Holder Stockholder shall tender into the Offer such Shares prior to the earlier of (x) five the fifth (55th) business days (determined pursuant to Exchange Act Rule 14d-1(g)(3)) day following the date that such Holder acquired 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 Parent and Merger Sub, to return all tendered Shares to Stockholder. (b) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, 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.

Agreement to Tender Shares. Subject In order to induce Parent and Purchaser to enter into the terms of this Merger Agreement, each Holder the Stockholder hereby agrees to, as promptly as practicable after the commencement of the Offer, and in any event no later than the fifteenth to validly tender (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 record owner of such Holder’s Shares shares to validly tender) pursuant to and in accordance with the terms of the OfferOffer and Section 14d-2 under the Securities Exchange Act of 1934, free not later than the fifth Business Day after commencement of the Offer and clear will cause to remain validly tendered and not withdrawn until termination of this Agreement, all Liens shares of Company Common Stock which are beneficially owned by the Stockholder as of the date hereof (other than Permitted Liens) (shares of Company Common Stock for which unexercised stock options are exercisable unless such stock options have been exercised, the “Tender Date”"Existing Shares"), the number of which is set forth below the Stockholder's name on the signature pages hereto. Without limiting If a Stockholder acquires beneficial ownership of any shares of Company Common Stock other than the generality of Existing Shares in any capacity after 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 date hereof and prior to the terms termination of the Offer 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 (i) a letter of transmittal with respect to such Holder’s Shares complying "Additional Shares" and, together with the terms of Existing Shares, the Offer"Subject Shares"), (ii) a Certificate the Stockholder shall validly tender (or affidavits cause the record owner of loss in lieu thereofsuch shares to validly tender) 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 Offer not later than the later of the fifth Business Day after commencement of the Offer and the second Business Day after such Holder’s Shares are tendered, such Holder shall acquisition and not withdraw any all of such Shares from 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 Offer, unless including the Subject Shares, is subject to the terms and until conditions of the 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 Subject Shares will remain subject to the terms of this Agreement. Nothing in 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 obligate any Holder acquires Stockholder to exercise any Shares after the Tender Date, such Holder shall tender into the Offer such Shares prior option 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 Datepurchase Company Common Stock.

Agreement to Tender Shares. Subject to (a) Each of the terms of this Agreement, each Holder Shareholders hereby agrees tothat such Shareholder shall tender, as promptly as practicable after or if such Shareholder holds such shares through a broker, instruct the commencement of broker to tender, his, her or its Common Shares into the OfferOffer promptly, and in any event no later than the fifteenth (15th) tenth business day (determined pursuant to Exchange Act Rule 14d-1(g)(3)) after following 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 OfferOffer Agreement, free and clear that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. (b) Each of the Shareholders hereby agrees that such Shareholder will automatically elect to receive the Undersubscribed Consideration for up to all Liens of the Common Shares held by such Shareholder (the "MANDATORY ELECTION"). Notwithstanding anything to the contrary, Section 1.1(c)(ii) and Section 1.1(c)(iii) of the Offer Agreement, as applicable, shall be applied to any Common Shares tendered by Company Shareholders (other than Permitted Liensthose tendered by the Shareholders party to this Agreement) only to the extent that Undersubscribed Consideration continues to exist after giving effect to the Mandatory Election. To facilitate the calculation of shares subject to the Mandatory Election in accordance with the above provisions, the Buyer may round the number of shares proposed to be automatically elected by any Shareholder to the nearest one hundred (100) shares. (c) Notwithstanding anything to the “Tender Date”). Without limiting the generality contrary in this Agreement, each of the foregoing, Shareholders hereby agrees and pledges (i) either (A) to exercise 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 day immediately prior to the terms of Closing Time all options, warrants and other rights to acquire Common Shares then owned by B-2-2 such Shareholder (collectively, the Offer (i"WARRANTS") a letter of transmittal with respect to such Holder’s Shares complying with through 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 Booknon-Entry Shares cash exercise provisions set forth therein and (iiiB) all other documents or instruments required to be delivered by immediately tender the stockholders of the Company pursuant to the terms of Common Shares received upon such exercise into the Offer; or (bii) instruct such Holder’s broker or such other Person that is the holder of record of to not exercise 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 Warrants after the Closing Time until such Holder’s Shares are tendered, such Holder shall not withdraw any time as the Post-Closing Reorganization referred to in Article II 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 DateAgreement is consummated.