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 Each Stockholder will tender or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer and Rule 14d-2 promulgated under the Securities Exchange Act of 1934, not later than the tenth business day after commencement of the Offer and will cause to remain validly tendered and not withdrawn until termination of this Agreement, all of such Stockholder's Subject Shares.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.
Appears in 3 contracts
Samples: Stockholders Agreement (Official Payments Corp), Stockholders Agreement (Official Payments Corp), Stockholders Agreement (Tier Technologies Inc)
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 Each Stockholder will tender or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer and Rule 14d-2 promulgated under the Securities Exchange Act of 1934, not later than the tenth business day after commencement of the Offer and will cause to remain validly tendered and not withdrawn until termination of this Agreement, all of such Stockholder's ’s Subject Shares. Each Stockholder hereby acknowledges that Purchaser's ’s obligation to accept for payment and pay the Offer Price for Shares (including such Stockholder's ’s Subject Shares) pursuant to the Offer is subject to the terms and conditions of the Offer set forth in the Merger Agreement.
Appears in 1 contract