Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. (a) Each Company Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th Business Day following the commencement of the Offer, such Company Stockholder shall tender into the Offer all of the Subject Shares owned by such Company Stockholder on or prior to the 10th Business Day following the commencement of the Offer, free and clear of all of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent such Company Stockholder from tendering his shares in accordance with this Agreement or otherwise complying with his obligations under this Agreement. If any Company Stockholder acquires any Subject Shares after the 10th Business Day following the commencement of the Offer (including during any subsequent offering period, if any), such Company Stockholder shall tender into the Offer such Subject Shares within one Business Day following the date that such Company Stockholder shall acquire such Subject Shares. (b) Each Company Stockholder agrees that once the Subject Shares are tendered into the Offer, such Company Stockholder shall not withdraw the tender of such Subject Shares unless the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement or the Merger Agreement has been terminated.

Agreement to Tender. (a) Each Company Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th 7th Business Day following the commencement of the Offer, such Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by such Company Stockholder, free and clear of all Encumbrances, pursuant to and in accordance with the terms of the Offer and (ii) deliver all other documents or instruments required to be delivered by such Company Stockholder pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to such Company Stockholder’s Subject Shares complying with the terms of the Offer and (B) a certificate representing such Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as may be required) in the case of a book-entry share of any uncertificated Subject Shares. If any Company Stockholder acquires any Subject Shares after the 7th Business Day following the commencement of the Offer, such Company Stockholder shall tender into the Offer all of the such Subject Shares owned by such Company Stockholder on or prior to the 10th Business Day following the commencement of the Offer, free and clear of all of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent such Company Stockholder from tendering his shares in accordance with this Agreement or otherwise complying with his obligations under this Agreement. If any Company Stockholder acquires any Subject Shares after the 10th Business Day following the commencement of the Offer (including during any subsequent offering period, if any), such Company Stockholder shall tender into the Offer such Subject Shares within one Business Day following the date that such Company Stockholder shall acquire such Subject SharesExpiration Date. (b) Each Company Stockholder agrees that once the Subject Shares are tendered into the Offer, such Company Stockholder shall not withdraw the tender of such Subject Shares unless (i) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement or the Merger (ii) this Agreement has been terminatedterminated in accordance with Section 5.1.

Agreement to Tender. (a) Each Company Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th tenth Business Day following the commencement of the Offer, such Company Stockholder shall validly and irrevocably tender into the Offer all of (and deliver any certificates evidencing the Subject Shares owned by such Company Stockholder on or prior Shares, to the 10th Business Day following the commencement of the Offerextent that any are in certificated form) all Subject Shares, free and clear of all of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent such Company Stockholder from tendering his shares the Subject Shares in accordance with this Agreement or otherwise complying with his Company Stockholder’s obligations under this Agreement; provided that if Company Stockholder has not received the Offer Documents within such ten Business Day period following the commencement of the Offer, Company Stockholder shall so tender the Subject Shares within five Business Days following receipt of the Offer Documents. If any Company Stockholder acquires any Subject Shares after the 10th tenth Business Day following the commencement of the Offer (including during any subsequent offering periodOffer, if any), such Company Stockholder shall validly tender into the Offer (and deliver any certificates evidencing such Subject Shares, to the extent that any are in certificated form) such Subject Shares within one five Business Day Days following the date that such Company Stockholder shall acquire acquires such Subject Shares. (b) Each Company Stockholder agrees that once the Subject Shares are tendered into the Offer, such Company Stockholder shall not withdraw the tender of such Subject Shares unless the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement or the Merger Agreement has been terminated.

Agreement to Tender. (a) Each Company Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th Business Day following the commencement of the Offer, such Company Stockholder shall tender into the Offer all of the Subject Shares owned by such Company Stockholder on or prior to the 10th Business Day following the commencement of the Offer, free and clear of all of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent such Company Stockholder from tendering his shares in accordance with this Agreement or otherwise complying with his obligations under this Agreement. If any Company Stockholder acquires any Subject Shares after the 10th Business Day following the commencement of the Offer (including during any subsequent offering period, if any), such Company Stockholder shall tender into the Offer such Subject Shares within one Business Day following the date that such Company Stockholder shall acquire such Subject Shares. (b) Each Company Stockholder agrees that once the Subject Shares are tendered into the Offer, such Company Stockholder shall not withdraw the tender of such Subject Shares unless the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or the Merger Agreement has been terminatedterminated in accordance with its terms.

Agreement to Tender. (a) Each Company Stockholder Shareholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th tenth (10th) Business Day following the commencement of the Offer, such Company Stockholder Shareholder shall tender into in the Offer all of the Subject Shares owned by such Company Stockholder on or prior to the 10th Business Day following the commencement Shareholder as of the Offerdate of such tender (with respect to each Company Shareholder his, her or its “Tender Date”), free and clear of all of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent such Company Stockholder Shareholder from tendering his shares in accordance with this Agreement or otherwise complying with his obligations under this Agreement. If any Company Stockholder Shareholder acquires any Subject Shares after the 10th Business Day following the commencement of the Offer such Company Shareholder’s Tender Date (including during any subsequent offering period, if any), such Company Stockholder Shareholder shall tender into the Offer such Subject Shares within one three Business Day Days following the date that such Company Stockholder Shareholder shall acquire such Subject Shares. (b) Each Company Stockholder Shareholder agrees that once the Subject Shares are tendered into the Offer, such Company Stockholder Shareholder shall not withdraw the tender of such Subject Shares unless the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or the Merger Agreement has been terminatedterminated in accordance with its terms.

Agreement to Tender. (a) Each Company Stockholder Shareholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th fifth (5th) Business Day following the commencement of the Offer, such Company Stockholder Shareholder shall tender tender, or cause to be tendered, into the Offer Offer, pursuant to and in accordance with the terms of the Offer, all of the Subject Shares owned by such Company Stockholder on or prior to the 10th Business Day following the commencement Shareholder as of the Offerdate of such tender (with respect to each Company Shareholder his, her or its “Tender Date”), free and clear of all of all claims, liens, encumbrances and security interests Encumbrances of any nature whatsoever that would prevent such Company Stockholder Shareholder from tendering his its shares in accordance with this Agreement or otherwise complying with his its obligations under this Agreement. If any Company Stockholder Shareholder acquires any Subject Shares after the 10th Business Day following the commencement of the Offer such Company Shareholder’s Tender Date (including during any subsequent offering period, if any), such Company Stockholder Shareholder shall tender into the Offer such Subject Shares within one three (3) Business Day Days following the date that such Company Stockholder Shareholder shall acquire acquires such Subject Shares. (b) Each Company Stockholder Shareholder agrees that once the Subject Shares are tendered into the Offer, such Company Stockholder Shareholder shall not withdraw the tender of such Subject Shares unless the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or the Merger Agreement has been terminatedterminated in accordance with its terms.