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 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, 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.

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 practicable, but in any event no later than five Business Days after receipt by such Securityholder of all documents or instruments required to be delivered pursuant Prior to the terms expiration 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 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, 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.

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 practicable, but in any event no later than five Business Days after receipt by such Securityholder of all documents or instruments required to be delivered pursuant Prior to the terms expiration 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 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, 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.

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 Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicable, but in any event no later than five three 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, 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, that once its Subject Shares are tendered, tendered by 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 Subsidiary in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with its termsSection 5.03.

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 practicable, but in any event no later than five Business Days after receipt by such Securityholder of all documents or instruments required to be delivered pursuant Prior to the terms expiration 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 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, 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.

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 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”)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, 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.

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 practicable, but in any event no later than five Business Days practicable after receipt by such Securityholder Stockholder 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”)not (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 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.

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 practicable, but in any event no later than five Business Days after receipt by such Securityholder of all documents or instruments required to be delivered pursuant Prior to the terms expiration of the Offer, including but not limited to the letter of transmittal, each Securityholder Shareholder shall (i) deliver to the depositary designated in the 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 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.

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 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 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 all of the Subject Shares (other than (x) any Subject Shares representing Company Restricted Shares or unvested Company Restricted Share Units or (y) any Subject Shares subject to the letter of transmittal, each Securityholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”)any plan (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, 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.

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 the shares of Enpath Common Stock set forth opposite such Securityholder’s Subject Shareholder's name under the heading, Shares of Enpath Common Stock on Annex I (collectively, the "Tender Shares") pursuant to and in accordance with the terms of the Offer. As promptly as practicablePromptly, but in any event no later than five ten Business Days after receipt by such Securityholder of all documents or instruments required to be delivered pursuant to the terms commencement of the Offer, including but not limited to the letter of transmittal, each Securityholder Shareholder shall (i) deliver to the depositary designated in the Offer (the “"Depositary”") (A) a letter of transmittal with respect to its Subject such Tender Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Tender 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 Tender 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 his or her broker or such other Person that is the holder of record of any Subject Tender Shares beneficially owned by such Securityholder Shareholder to tender such Subject Tender Shares pursuant to and in accordance with the terms of the Offer. . (b) Each Securityholder Shareholder agrees that, that once its Subject his or her Tender 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 OfferTender Shares, unless and until (i) the Offer shall have been terminated by Merger Sub 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.