Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. Unless this Agreement shall have previously been terminated in accordance with its terms, each Stockholder agrees to accept the Offer with respect to all the Shares (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such time as such Stock Options are exercised) and to tender all the Shares pursuant to the Offer. Such tender shall be made within ten Business Days of the commencement of the Offer, and with respect to any Shares obtained after such date, (by way of exercise of Stock Options or otherwise, promptly after such Shares are obtained). The Stockholder shall not withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of the Merger Agreement. Parent or Purchaser shall pay the Stockholder for any Shares tendered in accordance with the Merger Agreement and not withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the depository acting on behalf of Parent and Purchaser to return all tendered Shares to the Stockholder promptly. The Stockholder agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of the Company’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any proxy statement (including all related documents and schedules filed with the SEC), his or its identity and ownership of Shares, the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

Agreement to Tender. Unless this Agreement shall have previously been terminated in accordance with its terms(a) Each Stockholder, each Stockholder severally and not jointly, agrees to accept the Offer with respect to all the Shares (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until beneficially owned by such time as such Stock Options are exercised) Stockholder and to tender tender, or cause to be tendered, all the such Shares pursuant to the Offer. Such tender shall be made within ten Business Days no later than the 10th business day after commencement of the commencement Offer or, with respect to any Additional Shares acquired later than such time, prior to the expiration of the Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and with respect (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares obtained after beneficially owned by such date, (by way of exercise of Stock Options or otherwise, promptly after Stockholder to tender such Shares are obtained)pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Stockholder shall not withdraw withdraw, or cause to be withdrawn, any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates is terminated pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of the 4.01. Merger Agreement. Parent or Purchaser Sub shall pay the Stockholder Stockholders for any Shares tendered in accordance with the Merger Agreement (and not withdrawn withdrawn) on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its termsthe provisions of Article I of the Merger Agreement. Each Stockholder, severally and not jointly, agrees to (x) permit Parent, U.S. Parent and Purchaser shall cause the depository acting on behalf of Parent and Purchaser to return all tendered Shares to the Stockholder promptly. The Stockholder agrees to permit Parent and Purchaser Merger Sub to publish and disclose in the Offer Documents and, if approval of the Company’s stockholders is required under the Delaware General Corporate Law (“DGCL”), and any proxy statement Proxy Statement (including all related documents and schedules filed with the SEC)) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement, his or its identity and ownership of Shares, the nature of his or its commitments, arrangements and understandings commitments under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information.

Agreement to Tender. Unless Subject to the terms of this Agreement, except in the case of a Parent Withdrawal Election (as defined below), each Shareholder agrees to tender or cause to be tendered in the Offer all of such Shareholder’s Existing Shares and any other Subject Shares that become issued and outstanding after the date of this Agreement shall have previously been terminated (such shares, collectively, “Tender Shares”) pursuant to and in accordance with its termsthe terms of the Offer, each Stockholder agrees to accept free and clear of all Liens 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 ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer with respect to all the any Tender Shares acquired prior to such tenth (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such time as such Stock Options are exercised10th) Business Day and to tender all the Shares pursuant to the Offer. Such tender shall be made within ten two (2) Business Days of the commencement acquisition of the Offerany other Tender Shares, and with respect to any each Shareholder shall tender such Tender Shares obtained after such date, (by way of exercise of Stock Options or otherwise, promptly after such Shares are obtained). The Stockholder shall not withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of the Merger AgreementOffer. Parent Each Shareholder agrees that, once any of such Shareholder’s Tender Shares are tendered, such Shareholder will not withdraw or Purchaser will cause not to be withdrawn such Tender Shares from the Offer, unless and until this Agreement shall pay the Stockholder for any Shares tendered have been validly terminated in accordance with the Merger Agreement and not withdrawn on the date Section 5.2. For clarity, no Shareholder shall be required, for purposes of acceptance of shares for payment pursuant this Agreement, to the Offerexercise any unexercised Company Stock Options held by such Shareholder. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its termswithdrawn, Parent shall promptly return, and Purchaser shall cause the any depository acting on behalf of Parent and Purchaser to return return, all Tender Shares tendered Shares to by the Stockholder promptly. The Stockholder agrees to permit Parent and Purchaser to publish and disclose Shareholder in the Offer Documents and, if approval of to the Company’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any proxy statement (including all related documents and schedules filed with the SEC), his or its identity and ownership of Shares, the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable LawShareholder.

Agreement to Tender. Unless this Agreement shall have previously been terminated in accordance with its terms, each Stockholder agrees to accept the Offer with respect to all the Shares (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such time as such Stock Options are exercised) and to tender all the Shares pursuant to the Offer. Such tender shall be made within ten Business Days of the commencement of the Offer, and with respect to any Shares obtained after such date, (by way of exercise of Stock Options or otherwise, promptly after such Shares are obtained). The Stockholder shall not withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of the Merger Agreement. Parent or Purchaser shall pay the ehe Stockholder for any Shares tendered in accordance with the Merger Agreement and not withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the CompanyPurchaser, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the depository acting on behalf of Parent and Purchaser to return all tendered Shares to the Stockholder promptly. The Stockholder agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of the Company’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any proxy statement (including all related documents and schedules filed with the SEC), his or its identity and ownership of Shares, the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

Agreement to Tender. Unless this Agreement shall have previously been terminated in accordance with its terms, each Stockholder agrees to accept the Offer with respect to all the Shares (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such time as such Stock Options are exercised) and to tender all the Shares pursuant to the Offer. Such tender shall be made within ten Business Days of the commencement of the Offer, and with respect to any Shares obtained after such date, date (by way of exercise of Stock Options or otherwise, promptly after such Shares are obtained). The Stockholder shall not withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of the Merger Agreement. Parent or Purchaser shall pay the Stockholder for any Shares tendered in accordance with the Merger Agreement and not withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the depository acting on behalf of Parent and Purchaser to return all tendered Shares to the Stockholder promptly. The Stockholder agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of the Company’s or Parent’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any proxy statement (including all related documents and schedules filed with the SEC), his or its identity and ownership of Shares, the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law. .

Agreement to Tender. Unless this Agreement shall have previously been terminated in accordance with its terms, each Stockholder agrees to accept the Offer with respect to all the Shares (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such time as such Stock Options are exercised) and to tender all the Shares pursuant to the Offer. Such tender shall be made within ten Business Days of the commencement of the Offer, and with respect to any Shares obtained after such date, date (by way of exercise of Stock Options or otherwise, promptly after such Shares are obtained). The Stockholder shall not withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of the Merger Agreement. Parent or Purchaser shall pay the Stockholder for any Shares tendered in accordance with the Merger Agreement and not withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the depository acting on behalf of Parent and Purchaser to return all tendered Shares to the Stockholder promptly. The Stockholder agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of the Company’s or Parent’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any proxy statement (including all related documents and schedules filed with the SEC), his or its identity and ownership of Shares, the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

Agreement to Tender. Unless this Agreement shall have previously been terminated in accordance with its terms, each Stockholder agrees to accept the Offer with respect to all the Shares (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Stock Options until such time as such Stock Options are exercised) and to tender all the Shares pursuant to the Offer. Such tender shall be made within ten Business Days of the commencement of the Offer, and with respect to any Shares obtained after such date, date (by way of exercise of Stock Options or otherwise, promptly after such Shares are obtained). The Stockholder shall not withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of the Merger Agreement. Parent or Purchaser shall pay the Stockholder for any Shares tendered in accordance with the Merger Agreement and not withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser shall cause the depository acting on behalf of Parent and Purchaser to return all tendered Shares to the Stockholder promptly. The Stockholder agrees to permit ~ 1 ~ Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of the Company’s or Parent’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any proxy statement (including all related documents and schedules filed with the SEC), his or its identity and ownership of Shares, the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

Agreement to Tender. Unless this Agreement shall have previously been terminated in accordance with its terms, each Stockholder Holder agrees to accept the Offer with respect to all the Shares (excluding for purposes of this Section 1.1 2 Shares that are subject to unexercised Company Stock Options until such time as such Company Stock Options are exercised) and to tender all the Shares pursuant to the Offer. Such tender shall be made within ten Business Days of the commencement of the Offer, and with respect to any Shares obtained after such date, date (by way of exercise of Stock Options or otherwise, promptly after such Shares are obtained). The Stockholder Holder shall not withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates pursuant to Section 4.1 6 or (ii) the Offer shall have been terminated pursuant to the terms of the Merger Agreement. Parent or Purchaser Merger Sub shall pay the Stockholder for any Shares tendered in accordance with the Merger Agreement and not withdrawn on the date of acceptance of shares for payment pursuant to the Offer. If the Offer is terminated by Parent or Purchaser Merger Sub or the Company, or this Agreement is terminated in accordance with its terms, Parent and Purchaser Merger Sub shall cause the depository acting on behalf of Parent and Purchaser Merger Sub to return all tendered Shares to the Stockholder Holder promptly. The Stockholder Holder agrees to permit Parent and Purchaser Merger Sub to publish and disclose in the Offer Documents and, if approval of the Company’s or Parent’s stockholders is required under the Delaware General Corporate Law (“DGCL”), any proxy statement (including all related documents and schedules filed with the SEC), his or its identity and ownership of Shares, the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.