Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder agrees to tender or cause to be tendered in the Offer all of such Stockholder’s Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Shares complying with the terms of the Offer, (b) a certificate representing all such Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (c) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw such Shares from the Offer, unless and until this Agreement shall have terminated with respect to such Stockholder in accordance with Section 2.

Agreement to Tender. Subject (a) Prior to the terms of this AgreementTermination Date (as defined herein), if requested in writing by Parent, but in no event prior to such written request, each Stockholder hereby severally agrees to tender tender, or cause to be tendered in the Offer all of such Stockholder’s Shares (as defined below) tendered, pursuant to and in accordance with the terms of the Offer; provided, howeversuch Stockholder's Covered Shares (other than unexercised options, that warrants, and other rights to acquire Shares and other than any Shares as to which the Stockholder does not have the power to dispose of or direct the disposition of such Shares, or has such power only in a Stockholder shall not be required to (x) exercise any unexercised Romeo Options fiduciary capacity for the purposes benefit of Persons other than those who are parties to this Agreement Agreement), and agrees that it will not withdraw or permit the withdrawal of such Shares from the Offer. Within three (y3) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) Business Days after receipt of the Exchange Act. Without limiting the generality written request of the foregoing, as promptly as practicable afterParent, but in no event later than 20 Business Days after, the commencement (within the meaning prior to receipt of Rule 14d-2 under the Exchange Act) of the Offersuch written request, each Stockholder shall will: (i) deliver pursuant to the terms of Exchange Agent designated in the Offer (aA) a properly completed letter of election and transmittal with respect to all of such Stockholder’s 's Covered Shares complying with the terms of the Offer, (bB) a certificate if and to the extent such Covered Shares are held in certificated form, the certificates representing all such Shares that are certificated or, in the case of a book-entry share of any uncertificated Covered Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (cC) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once ; and/or (ii) instruct its broker or such other Person who is the holder of any of such Stockholder’s 's Covered Shares are tendered, such Stockholder will not withdraw to promptly tender such Shares from in the Offer pursuant to and in accordance with the terms and conditions of the Offer. (b) Each Stockholder acknowledges and agrees that Merger Sub's obligation to accept for payment Shares tendered in the Offer, unless including any Shares tendered by any Stockholder, is subject to the terms and until this conditions of the Merger Agreement shall have terminated with respect to such Stockholder in accordance with Section 2and the Offer.

Agreement to Tender. Subject to the terms of this AgreementEach Shareholder shall duly tender, each Stockholder agrees to tender or cause to be tendered tendered, in the Offer Offer, all of such Stockholder’s the Subject Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than 20 ten Business Days after, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, each Stockholder Shareholder shall (i) deliver pursuant to the terms of depositary designated in the Offer (athe “Depositary”) (A) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request), ) in the case of a book-entry transfer of any uncertificated Subject Shares and (cC) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer, and/or (ii) instruct his or her broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Stockholder agrees thatShareholder shall duly tender to Merger Subsidiary during any Subsequent Offering Period provided by Merger Subsidiary in accordance with the terms of the Offer, once all of the Subject Shares, if any, which shall have been issued after the expiration of the Offer, promptly, but in any event no later than two Business Days after the commencement of such Stockholder’s Subsequent Offering Period. Each Shareholder agrees that once his or her Subject Shares are tenderedtendered by him or her, such Stockholder Shareholder will not withdraw withdraw, nor permit the withdrawal of, any tender of such Shares from the OfferSubject Shares, unless and until (i) the Offer shall have been terminated by Merger Subsidiary in accordance with the terms of the Merger Agreement, or (ii) this Agreement shall have been terminated with respect to such Stockholder in accordance with Section 23.03.

Agreement to Tender. Subject to the terms of this AgreementEach Shareholder shall duly tender, each Stockholder agrees to tender or cause to be tendered tendered, in the Offer Offer, all of such Stockholder’s the Subject Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than 20 ten (10) Business Days after, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, each Stockholder Shareholder shall (i) deliver pursuant to the terms of depositary designated in the Offer (athe “Depositary”) (A) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request), ) in the case of a book-entry transfer of any uncertificated Subject Shares and (cC) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer, and/or (ii) instruct his or her broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Stockholder agrees thatShareholder shall duly tender to Purchaser during any subsequent offering period provided by Purchaser in accordance with the terms of the Offer (“Subsequent Offering Period”), once all of the Subject Shares, if any, which shall have been issued after the expiration of the Offer, promptly, but in any event no later than two (2) Business Days after the commencement of such Stockholder’s Subsequent Offering Period. Each Shareholder agrees that once his or her Subject Shares are tenderedtendered by him or her, such Stockholder Shareholder will not withdraw withdraw, nor permit the withdrawal of, any tender of such Shares from the OfferSubject Shares, unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, or (ii) this Agreement shall have been terminated with respect to such Stockholder in accordance with Section 23.03.

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (as defined belowother than Company Stock Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to free and clear of all Liens except for Permitted Liens (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Actas defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the OfferOffer (or in the case of any shares of Company Common Stock or Company Options acquired by such Stockholder subsequent to such tenth (10th) business day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated SharesBook Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request), and (c) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw such Shares from the Offer, unless and until this Agreement shall have terminated with respect to such Stockholder in accordance with Section 2.Subject Shares, and

Agreement to Tender. Subject (a) Prior to the terms of this AgreementTermination Date (as defined herein), if requested in writing by Parent, but in no event prior to such written request, each Stockholder hereby severally agrees to tender tender, or cause to be tendered in the Offer all of such Stockholder’s Shares (as defined below) tendered, pursuant to and in accordance with the terms of the Offer; provided, howeversuch Stockholder’s Covered Shares (other than unexercised options, that warrants, and other rights to acquire Shares and other than any Shares as to which the Stockholder does not have the power to dispose of or direct the disposition of such Shares, or has such power only in a Stockholder shall not be required to (x) exercise any unexercised Romeo Options fiduciary capacity for the purposes benefit of Persons other than those who are parties to this Agreement Agreement), and agrees that it will not withdraw or permit the withdrawal of such Shares from the Offer. Within three (y3) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) Business Days after receipt of the Exchange Act. Without limiting the generality written request of the foregoing, as promptly as practicable afterParent, but in no event later than 20 Business Days after, the commencement (within the meaning prior to receipt of Rule 14d-2 under the Exchange Act) of the Offersuch written request, each Stockholder shall will: (i) deliver pursuant to the terms of Exchange Agent designated in the Offer (aA) a properly completed letter of election and transmittal with respect to all of such Stockholder’s Covered Shares complying with the terms of the Offer, (bB) a certificate if and to the extent such Covered Shares are held in certificated form, the certificates representing all such Shares that are certificated or, in the case of a book-entry share of any uncertificated Covered Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (cC) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once ; and/or (ii) instruct its broker or such other Person who is the holder of any of such Stockholder’s Covered Shares are tendered, such Stockholder will not withdraw to promptly tender such Shares from in the Offer pursuant to and in accordance with the terms and conditions of the Offer. (b) Each Stockholder acknowledges and agrees that Merger Sub’s obligation to accept for payment Shares tendered in the Offer, unless including any Shares tendered by any Stockholder, is subject to the terms and until this conditions of the Merger Agreement shall have terminated with respect to such Stockholder in accordance with Section 2and the Offer.

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder Each Shareholder agrees to that such Shareholder shall duly tender or cause to be tendered in the Offer all of such Stockholder’s Shareholder's Subject Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than 20 the fifth Business Days after, Day prior to the commencement (within the meaning of Rule 14d-2 under the Exchange Act) initial expiration date of the Offer, each Stockholder such Shareholder shall (i) deliver pursuant to the terms of depositary designated in the Offer (athe "Depositary") (A) a letter of transmittal with respect to all of such Stockholder’s Shareholder's Subject Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “"agent’s 's message” " (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request), ) in the case of a book-entry transfer of any uncertificated Subject Shares and (cC) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer, and/or (ii) instruct such Shareholder's broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Stockholder Shareholder agrees thatthat once such Shareholder's Subject Shares are tendered in the Offer, once such Shareholder shall not withdraw any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated with respect to such Stockholder in accordance with Section 24.03 hereof, provided, however, that (i) a Shareholder shall not be required for purposes of this Agreement to exercise any unexercised Company Stock Options or Company Stock Purchase Rights held by such Shareholder; and (ii) a Shareholder shall not have any obligation under this Section 1.01 to tender his or her Subject Shares into the Offer if that tender would cause him or her to incur liability under Section 16(b) of the Exchange Act.

Agreement to Tender. Subject to Each of the terms of this Agreement, each Stockholder Stockholders hereby agrees to validly tender (or cause the record owner of such shares to be tendered validly tender) in the Offer all (defined in the Merger Agreement) within 20 days of the receipt of Buyer's offer to purchase relating to the Offer such Stockholder’s Shares (as defined below) pursuant to and in accordance with 's Shares. Upon receipt of written instructions from the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the OfferBuyer, each Stockholder shall promptly deliver pursuant to the terms of depositary (the "Depositary") designated in the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s 's Shares complying with the terms of the Offer together with instructions directing the Depositary to make payment for such Shares directly to the Stockholder (but if such Shares are not accepted for payment or are withdrawn and are to be returned pursuant to the Offer, (b) a certificate representing all to return such Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that Stockholder whereupon they shall continue to be held by such Shares be tendered, including a reference Stockholder subject to the terms and conditions of this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), (ii) the Certificates representing such Stockholder's Shares and (ciii) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer (such documents in clauses (i) through (iii) collectively being hereinafter referred to as the "Tender Documents"). Each Stockholder agrees that, once No tender pursuant to this Section 1.4 will excuse any of the obligations of the Stockholders hereunder. Notwithstanding anything to the contrary set forth herein, no Stockholder shall be required to tender such Stockholder’s 's Shares are tendered, such Stockholder will not withdraw such Shares from in the Offer, unless and until this Agreement shall have terminated with respect Offer if the per Share consideration to such Stockholder be paid by Buyer pursuant to the Offer is less than $5.50 per Share in accordance with Section 2cash.

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, howeverfree and clear of any Liens, that a Stockholder shall not be required to proxies, voting trusts or agreements, encumbrances or restrictions, except for Permitted Liens (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Actas defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 the later of (a) ten (10) Business Days after, after the later of (i) the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer or (ii) the date of delivery of the letter of transmittal with respect to the Offer or, with respect to shares held in “street name”, the date of delivery of materials from the applicable nominee or broker providing executable instructions regarding tendering into the Offer (but in any event prior to the expiration of the Offer) or (b) in the case of any shares of Company Common Stock acquired by such Stockholder following the date of this Agreement, as promptly as reasonably practicable after the acquisition of such shares, as the case may be (but, if such shares are acquired prior to the expiration of the Offer, in no event later than the expiration of the Offer)), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (aA) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (btogether with the Certificate(s) a certificate representing all such Subject Shares that are certificated orcertificated, (B) in the case of a book-entry share of any uncertificated Uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request)) with respect to such Subject Shares, and (cC) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer and the Merger Agreement. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated with respect to such Stockholder in accordance with Section 25.2. As set forth in the Merger Agreement, if the Offer is terminated or withdrawn by Merger Sub, or the Merger Agreement is terminated prior to the purchase of the Shares in the Offer, Parent or Merger Sub shall, and shall cause any depositary or paying agent acting on behalf of Parent and Merger Sub to, promptly return all tendered shares to such Stockholder.

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder Each Shareholder hereby agrees to validly tender or cause to be tendered in the Offer all of such StockholderShareholder’s Shares (as defined belowexcluding for purposes of this Section 2 any Shares that are the subject of unexercised Options or SARs) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, (but in no event later than 20 Business Days after, the close of business on the 17th business day) after commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, each Stockholder shall deliver pursuant to the terms . In furtherance of the Offer Table of Contents (aA) a letter of transmittal with respect to all of such Stockholder’s its Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request), ) in the case of a book-entry transfer of any uncertificated Shares and (cC) all other documents or instruments instruments, to the extent applicable, required to be delivered by other shareholders of the Company stockholders pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Shares to tender such Shares pursuant to and in accordance with the terms of the Offer. Each Stockholder Shareholder agrees that, that once any of such Stockholder’s its Shares are tendered, such Stockholder Shareholder will not withdraw or cause to be withdrawn any of such Shares from the Offer, unless and until this Agreement shall have been terminated with respect to such Stockholder in accordance with Section 213(d). Upon the end of the Agreement Period, Parent shall cause the Depositary to immediately return to each Shareholder all certificates representing such Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise.

Agreement to Tender. (a) Subject to the terms of this Agreement, each Stockholder agrees to Shareholder shall validly tender or cause to be tendered in the Offer all of such StockholderShareholder’s Committed Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to free and clear of all Liens (xother than Permitted Share Liens (as defined below)). (b) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, no later than three (3) Business Days following the date of delivery of the letter of transmittal with respect to the Offer), each Stockholder Shareholder shall (i) deliver pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such StockholderShareholder’s Committed Shares complying with the terms of the Offer, (bB) a certificate Certificate or Certificates (or affidavits of loss in lieu thereof) representing all such Committed Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request)) in the case of a Book-Entry Share, and (cC) all other documents or instruments required to be delivered by other shareholders of the Company stockholders pursuant to the terms of the Offer and/or (ii) instruct such Shareholder’s broker or such other Person that is the holder of record of any Committed Shares beneficially owned by such Shareholder to tender such Committed Shares pursuant to and in accordance with this Section 1.1 and the terms of the Offer. . (c) Each Stockholder Shareholder agrees that, once any of such StockholderShareholder’s Committed Shares are tendered, such Stockholder Shareholder will not withdraw or cause to be withdrawn any of such Shares from the Offer, unless and until this Agreement shall have been validly terminated with respect to such Stockholder in accordance with Section 25.2.

Agreement to Tender. Subject to any restriction imposed as a result of any prior pledge or other hypothecation of Shares by the terms of this AgreementShareholder, each Stockholder Shareholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered in the Offer all of such Stockholder’s Shares (as defined belowand not withdrawn) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) all of the Exchange Act. Without limiting the generality Shares that Shareholder owns as of the foregoingdate hereof as well as any additional Shares that Shareholder may own, as promptly as practicable afterwhether acquired by purchase, but in no event later than 20 Business Days afterexercise of options or otherwise, at any time after the commencement date hereof (the "Shareholder Shares"). Within five business days after the date hereof (or within the meaning of Rule 14d-2 under the Exchange Act) five business days after any Shareholder Shares are acquired during pendency of the Offer, each Stockholder if later), Shareholder shall deliver pursuant (with respect to Shareholder Shares controlled by Shareholder) to the terms of depositary designated in the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s the Shareholder Shares complying with the terms of the Offer, (bii) a certificate certificates representing all such of the Shareholder Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (ciii) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder With respect to Shares subject to a prior pledge or hypothecation agreement, Shareholder agrees thatthat (i) he will not tender or deliver such Shares other than pursuant to the Offer or to the applicable pledge holder and (ii) he will use his best efforts to cause the pledge holder to tender the Shares pursuant to the Offer or to consent to, once or otherwise remove any restrictions prohibiting, the tender of such Stockholder’s Shares are tendered, such Stockholder will not withdraw such Shares from by the Offer, unless and until this Agreement shall have terminated with respect to such Stockholder in accordance with Section 2Shareholder.

Agreement to Tender. Subject to the terms and conditions of this Agreement, each unless the Expiration Date has occurred, Stockholder agrees to shall validly tender or cause to be tendered in (and shall not withdraw) the Offer all of such Stockholder’s Shares (as defined belowincluding any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the Offer; provided. Unless the Expiration Date has occurred, howeverStockholder shall, that a Stockholder shall not be required pursuant to (x) exercise any unexercised Romeo Options for and in accordance with the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) terms and conditions of the Offer, each Stockholder shall (a) deliver pursuant to the terms of depositary designated in the Offer Offer, (ai) a letter of transmittal with respect to all of such Stockholder’s the Shares complying with the terms of the Offer, (bii) a certificate certificates representing all such Shares that are certificated the Shares, if applicable, or, in the case of a book-entry share transfer of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, evidence of transfer as the Exchange Agent depositary may reasonably request), request and (ciii) all other documents or instruments required to be delivered by other Company stockholders Stockholder pursuant to the terms of the Offer. Each Stockholder agrees that, once and/or (b) instruct its broker or such other person who is the holder of record of any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw to tender such Shares from in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date has occurred, unless and until this Agreement Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any other Subsidiary of Parent. Notwithstanding the foregoing, if the Offer shall have been terminated with respect to such Stockholder in accordance with the terms of the Merger Agreement or the Expiration Date occurs, in each case after Stockholder has tendered any Shares in the Offer in accordance with this Section 24, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions of the Offer.

Agreement to Tender. Subject to the terms of this Agreement, each The Stockholder agrees to shall validly tender and shall not withdraw (or cause to be tendered in the Offer all record owner of such shares to validly tender) the Stockholder’s Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for Offer and this Section 4. Not later than the purposes fifth business day after commencement of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder pursuant to incur liability under Section 16(b) 1.1 of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days after, the commencement (within the meaning of Merger Agreement and Rule 14d-2 under the Exchange ActAct and the receipt by the Stockholder of the relevant Offer Documents, the Stockholder shall (i) of deliver to the depositary designated in the Offer, each Stockholder shall deliver pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s the Shares complying with the terms of the Offer and in the form delivered to the Stockholder pursuant to the Offer, (bB) a certificate certificates representing all such Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (cC) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each , and/or (ii) instruct its broker or such other person who is the holder of record of any Shares beneficially owned by the Stockholder agrees that, once any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw to tender such Shares from for exchange in the Offer pursuant to the terms and conditions of the Offer. Until the termination of the Offer or the Expiration Date, unless the Stockholder shall not tender the Shares into any exchange or tender offer commenced by a third party other than Parent, Merger Sub or any other subsidiary of Parent. Parent acknowledges and until agrees that this Agreement shall have terminated with respect to such not be binding upon Stockholder in accordance with Section 2the event the Merger Agreement is amended by the parties thereto to lower or change the form of consideration set forth in the Offer Price or the Cash Portion or the Stock Portion thereof (as such terms are defined in the Merger Agreement) and otherwise shall not be binding upon Stockholder on and after the Expiration Date.

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder agrees to tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares [(as defined below) other than Company Options that are not exercised and Company RSUs that are not settled, in each case during the term of this Agreement)] pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to free and clear of all Encumbrances except for Permitted Encumbrances (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Actas defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days (1) the later of (i) ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, or (ii) the date of delivery of the letter of transmittal with respect to the Offer or, with respect to shares held in “street name”, the date of delivery of materials from the applicable nominee or broker providing executable instructions regarding tendering into the Offer (but in any event prior to the Expiration Date); provided that each Stockholder shall notify Parent on the fifth (5th) business day following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer if such Stockholder has not received such letter of transmittal or materials as of such date or (2) in the case of any Shares or securities directly or indirectly acquired subsequent to such date, whether by purchase, upon exercise or conversion of any securities or otherwise, no later than two (2) business days after such acquisition, each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request)) in the case of a book-entry share of any uncertificated Subject Shares, and (c) all other documents or instruments instruments, to the extent applicable, required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of the Subject Shares [(it being understood that this sentence shall not apply to Company Options that are not exercised and Company RSUs that are not settled, in each case during the term of this Agreement)]. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated with respect to such Stockholder in accordance with Section 25.2. [For clarity, no Stockholder shall be required to exercise any unexercised Company Options held by such Stockholder in order to comply with any provision of this Agreement, but any Shares that result from the settlement during the term of this Agreement of any Company Option exercised by such Stockholder or any Company RSU held by such Stockholder shall immediately upon such settlement cease to qualify for the exemptions in this Agreement that are applicable to unexercised Company Options and unsettled Company RSUs.]

Agreement to Tender. Subject to any restriction imposed as a result of any prior pledge or other hypothecation of Shares by the terms of this AgreementShareholder, each Stockholder Shareholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered in the Offer all of such Stockholder’s Shares (as defined belowand not withdrawn) pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) all of the Exchange Act. Without limiting the generality Shares that Shareholder owns as of the foregoingdate hereof as well as any additional Shares that Shareholder may own, as promptly as practicable afterwhether acquired by purchase, but in no event later than 20 Business Days afterexercise of options or otherwise, at any time after the commencement date hereof (the "SHAREHOLDER SHARES"). Within five business days after the date hereof (or within the meaning of Rule 14d-2 under the Exchange Act) five business days after any Shareholder Shares are acquired during pendency of the Offer, each Stockholder if later), Shareholder shall deliver pursuant (with respect to Shareholder Shares controlled by Shareholder) to the terms of depositary designated in the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s the Shareholder Shares complying with the terms of the Offer, (bii) a certificate certificates representing all such of the Shareholder Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (ciii) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder With respect to Shares subject to a prior pledge or hypothecation agreement, Shareholder agrees thatthat (i) he will not tender or deliver such Shares other than pursuant to the Offer or to the applicable pledge holder and (ii) he will use his best efforts to cause the pledge holder to tender the Shares pursuant to the Offer or to consent to, once or otherwise remove any restrictions prohibiting, the tender of such Stockholder’s Shares are tendered, such Stockholder will not withdraw such Shares from by the Offer, unless and until this Agreement shall have terminated with respect to such Stockholder in accordance with Section 2Shareholder.

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder agrees to tender or cause to be tendered in the Offer all of such Stockholder’s Existing Shares and other shares of Common Stock over which it has acquired beneficial ownership after the date hereof (as defined belowincluding any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options, warrants or other rights to acquire Common Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), pursuant to and in accordance with the terms of the Offer; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of this Agreement or (y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days after, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Shares complying with the terms of the Offer, (b) a certificate representing all such Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request), and (c) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw or will cause not to be withdrawn such Shares from the Offer, unless and until this Agreement shall have been validly terminated with respect to such Stockholder in accordance with Section 2Article IV.

Agreement to Tender. Subject (a) Prior to the terms of this AgreementTermination Date (as defined herein), and except as set forth in Section 3, each Stockholder hereby severally agrees to tender tender, or cause to be tendered in the Offer all of such Stockholder’s Shares (as defined below) tendered, pursuant to and in accordance with the terms of the Offer; provided, howeversuch Stockholder's Covered Shares (other than unexercised options, that warrants, and other rights to acquire Shares and other than any Shares as to which the Stockholder does not have the power to dispose of or direct the disposition of such Shares, or has such power only in a Stockholder shall not be required to (x) exercise any unexercised Romeo Options fiduciary capacity for the purposes benefit of Persons other than those who are parties to this Agreement Agreement), and agrees that it will not withdraw or permit the withdrawal of such Shares from the Offer. Within five (y5) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 20 Business Days after, the after commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, each Stockholder shall will, except as set forth in Section 3: (i) deliver pursuant to the terms of Exchange Agent designated in the Offer (aA) a properly completed letter of election and transmittal (including the Form of Election) with respect to all of such Stockholder’s 's Covered Shares complying with the terms of the Offer, (bB) a certificate if and to the extent such Covered Shares are held in certificated form, the Certificates representing all such Shares that are certificated or, in the case of a book-entry share of any uncertificated Covered Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (cC) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once ; and/or (ii) instruct its broker or such other Person who is the holder of any of such Stockholder’s 's Covered Shares are tendered, such Stockholder will not withdraw to promptly tender such Shares from in the Offer pursuant to and in accordance with the terms and conditions of the Offer. (b) Stockholder acknowledges and agrees that Merger Sub's obligation to accept for payment Shares tendered in the Offer, unless including any Shares tendered by any Stockholder, is subject to the terms and until this conditions of the Merger Agreement shall have terminated with respect to such Stockholder in accordance with Section 2and the Offer.