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Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. Unless this Agreement shall have been terminated in accordance with its terms, each Securityholder shall validly tender or cause to be tendered in the Offer all of such Securityholder’s Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicable, but in any event no (A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company 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 Subject Shares beneficially owned by such Securityholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Securityholder agrees that, once its Subject Shares are tendered, such Securityholder will not withdraw any of such Subject Shares from the Offer, unless and until (i) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its terms.

Appears in 2 contracts

Samples: Tender and Support Agreement (American Land Lease Inc), Tender and Support Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp)

Agreement to Tender. Unless this Agreement shall have been terminated in accordance with its terms, each Each Securityholder shall validly tender or cause to be tendered in the Offer all of such Securityholder’s Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicablePrior to the expiration of the Offer, but each Securityholder shall (i) deliver to the depositary designated in any event nothe Offer (the “Depositary”) (A) a letter of transmittal with respect to its his or her Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company pursuant to the terms of the Offer Offer, and/or (ii) instruct its his or her broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Securityholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Securityholder agrees that, that once its his or her Subject Shares are tenderedtendered into the Offer, such Securityholder he or she will not withdraw any of such Subject Shares from the Offer, unless and until (i) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its termsSection 5.03 hereof.

Appears in 2 contracts

Samples: Tender and Support Agreement (Linear LLC), Tender and Support Agreement (Linear LLC)

Agreement to Tender. Unless this Agreement shall have been terminated in accordance with its terms, each (a) Each Securityholder shall validly tender or cause to be tendered in the Offer all of such Securityholder’s 's Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicablePrior to the expiration of the Offer, but each Securityholder shall (i) deliver to the depositary designated in any event nothe Offer (the "Depositary") (A) a letter of transmittal with respect to its his Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an "agent’s 's message" (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company pursuant to the terms of the Offer Offer, and/or (ii) instruct its his broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Securityholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Securityholder agrees that, that once its his Subject Shares are tenderedtendered into the Offer, such Securityholder he will not withdraw any of such Subject Shares from the Offer, unless and until (i) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its termsSection 5.03.

Appears in 2 contracts

Samples: Tender and Support Agreement (Steel Partners Ii Lp), Tender and Support Agreement (Steel Partners Ii Lp)

Agreement to Tender. Unless this Agreement shall have been terminated in accordance with its terms, each Securityholder shall validly tender or cause to be tendered in the Offer all of such Securityholder’s Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicable, but in any event nono later than five Business Days after receipt by such Securityholder of all documents or instruments required to be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal, each Securityholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company pursuant to the terms of the Offer Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Securityholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Securityholder agrees that, once its Subject Shares are tendered, such Securityholder will not withdraw any of such Subject Shares from the Offer, unless and until (i) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its terms.

Appears in 2 contracts

Samples: Tender and Support Agreement (Whole Foods Market Inc), Tender and Support Agreement (Wild Oats Markets Inc)

Agreement to Tender. Unless this Agreement shall have been terminated in accordance with its terms, each The Securityholder shall validly tender or cause to be tendered in the Offer all of such the Securityholder’s Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicablePrior to the expiration of the Offer, but the Securityholder shall (i) deliver to the depositary designated in any event nothe Offer (the “Depositary”) (A) a letter of transmittal with respect to its his Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such the Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company pursuant to the terms of the Offer Offer, and/or (ii) instruct its his broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such the Securityholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each The Securityholder agrees that, that once its his Subject Shares are tenderedtendered into the Offer, such Securityholder he will not withdraw any of such Subject Shares from the Offer, unless and until (i) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its termsSection 5.03 hereof.

Appears in 2 contracts

Samples: Tender and Support Agreement (Linear LLC), Tender and Support Agreement (Linear LLC)

Agreement to Tender. Unless this Agreement Each Shareholder shall have been terminated in accordance with its termsduly tender, each Securityholder shall or cause the Escrow Agent to, validly tender or cause to be tendered in the Offer Offer, all of such Securityholder’s the Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly Except as practicableprovided under Section 1.02, promptly, but in any event nono later than two Business Days (A) a letter of transmittal with respect to its his or her Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company pursuant to the terms of the Offer Offer, and/or (ii) instruct its his or her broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Securityholder Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Securityholder Shareholder agrees that, that once its his or her Subject Shares are tenderedtendered by him or her, or by the Escrow Agent pursuant to the Escrow Agreement, such Securityholder Shareholder will not, and will not permit the Escrow Agent to, withdraw any of such Subject Shares from the Offer, unless and until (i) the Offer shall have been terminated by Merger Sub Subsidiary in accordance with the terms of the Merger Agreement Agreement, or (ii) this Agreement shall have been terminated in accordance with its termsSection 4.03.

Appears in 1 contract

Samples: Tender and Support Agreement (Stellent Inc)

Agreement to Tender. Unless (a) Subject to the terms and conditions of this Agreement shall have been terminated in accordance with its termsAgreement, each Securityholder Shareholder shall validly tender or cause to be tendered in the Offer all of such Securityholder’s its, his or her Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicablePrior to the expiration of the Offer, but each Shareholder shall (i) deliver to the depositary designated in any event nothe Offer (the “Depositary”) (A) a letter of transmittal with respect to its the Subject Shares Shares, complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidenceor, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares Shares, an “agent’s message” or such other evidence of transfer as the Depositary may reasonably request, and (C) all other documents or instruments required to be delivered by all other stockholders of the Company pursuant to the terms of the Offer and/or Offer, and (ii) instruct its broker or such other Person that is the holder of record of if any Subject Shares beneficially owned by such Securityholder Shareholder are held of record by a broker or any other Person, instruct the broker or such other Person to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. . (b) Each Securityholder Shareholder agrees thatthat once its, once its his or her Subject Shares are tenderedtendered into the Offer, such Securityholder Shareholder will not withdraw any of such Subject Shares from the Offer, Offer unless and until (i) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its termsSection 5.03.

Appears in 1 contract

Samples: Tender and Support Agreement (Caucuscom Mergerco Corp.)

Agreement to Tender. Unless this Agreement shall have been terminated in accordance with its terms, each Securityholder (a) Each Stockholder shall validly tender or cause to be tendered in the Offer all of such SecurityholderStockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicablepracticable after receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Offer, including but in any event nonot (A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company pursuant to the terms of the Offer Offer, and/or (ii) instruct its broker or such other Person person that is the holder of record of any Subject Shares beneficially owned by such Securityholder Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Securityholder Stockholder agrees that, that once its Subject Shares are tendered, tendered such Securityholder Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until (i) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its termsSection 5.3.

Appears in 1 contract

Samples: Tender and Support Agreement (Wind River Systems Inc)

Agreement to Tender. Unless this Agreement (a) Each Shareholder shall have been terminated in accordance with its termsduly tender, each Securityholder shall validly tender or cause to be tendered tendered, in the Offer Offer, all of such Securityholder’s the Subject Shares pursuant (other than (x) any Subject Shares representing Company Restricted Shares or unvested Company Restricted Share Units or (y) any Subject Shares subject to and in accordance with the terms of the Offer. As promptly as practicable, but in any event noplan (A) a letter of transmittal with respect to its such Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company pursuant to the terms of the Offer Offer, and/or (ii) instruct its his or her broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Securityholder Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. . (b) Each Securityholder Shareholder agrees that, that once its his or her Subject Shares are tenderedtendered by him or her, such Securityholder Shareholder will not withdraw withdraw, nor permit the withdrawal of, any tender of such Subject Shares from the OfferShares, unless and until (i) the Offer shall have been terminated by Merger Sub Subsidiary in accordance with the terms of the Merger Agreement Agreement, or (ii) this Agreement shall have been terminated in accordance with its termsSection 3.03.

Appears in 1 contract

Samples: Tender and Support Agreement (Oracle Corp)