Covenant to Tender Sample Clauses

Covenant to Tender. The Stockholder hereby agrees that he will validly tender (or cause the record owner of such shares to validly tender) the Stockholder's Shares pursuant to and in accordance with the terms of the Offer, as soon as practicable after commencement of the Offer (but in no event later than five business days after the filing of the Schedule TO by the Parent and/or Purchaser with the SEC in the case of the Stockholder's Shares then owned by the Stockholder, or the first business day following their acquisition in the case of any additional shares of Common Stock acquired by the Stockholder), by physical delivery of the certificates therefor (or instructions for such delivery to the record owner of such shares) and to not withdraw the Stockholder's Shares, except following termination of this Agreement pursuant to Section 11 hereof. The Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Stockholder's Shares is subject to the terms and conditions of the Offer. The Stockholder hereby agrees to permit Parent and the Purchaser to publish and disclose in the Offer Documents the identity and ownership of the Stockholder's Shares and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Covenant to Tender. (a) Unless this Agreement shall have been terminated in accordance with its terms, each Stockholder shall validly tender, or cause to be tendered, in the Offer (i) any and all Shares currently owned (of record or beneficially) by such Stockholder and (ii) any additional Shares that such Stockholder acquires in any manner after the date of this Agreement (collectively, the “Subject Shares”), pursuant to and in accordance with the terms of the Offer; provided, however, that (x) a Stockholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Stock Option held by such Stockholder and (y) a Stockholder shall not have any obligation under this Section 1(a) to tender any Subject Shares into the Offer to extent such shares constitute Company Restricted Stock Awards or Company RSUs or if that tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. (b) Each Stockholder agrees that once its or his Subject Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn any of such Subject Shares from the Offer; unless and until (A) the Offer shall have been terminated by the Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with its terms. (c) If a Stockholder owns Subject Shares beneficially, but not of record, then such Stockholder shall promptly, but in any event no later than ten (10) Business Days before the originally scheduled Acceptance Date, cause the nominee that holds such Subject Shares to tender all such beneficially owned Subject Shares. (d) If a Stockholder owns Subject Shares of record, then such Stockholder shall promptly, but in any event no later than ten (10) Business Days before the originally scheduled Acceptance Date, tender all such Subject Shares owned of record. (e) In furtherance of the foregoing, at the time of tendering the Subject Shares, each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to its or his 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 Subject Shares and (C) all other documents or instruments, to the extent applicable, in the form required to be ...
Sample 1Sample 2

Related to Covenant to Tender

  • Covenant to Deliver Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

  • Covenant to Pay The Chargor must pay or discharge the Secured Liabilities in the manner provided for in the Finance Documents.

  • Covenant to Give Security Except with respect to Excluded Property:

  • Covenant to Secure Notes Equally The Company covenants that, if it or any Subsidiary shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of paragraph 6B(1) (unless the prior written consent to the creation or assumption thereof shall have been obtained pursuant to paragraph 11C), it will make or cause to be made effective provision whereby the Notes will be secured by such Lien equally and ratably with any and all other Debt thereby secured so long as any such other Debt shall be so secured.

  • Covenant to Provide Financial Information and Maintain Sufficient Capital The Administrator shall obtain and maintain the necessary capital to fulfill its obligations under this Agreement and shall remain solvent. The Administrator will report to the Issuer on a semi-annual basis its current and total assets, current and total liabilities, and total equity and the Company intends to include such amounts in its SEC reports.

  • Covenant The Transfer Agent and the Customer agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Customer, used or gained by the Transfer Agent or the Customer during performance under this Agreement. The Customer and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Customer and their successors and assigns. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or agent for purposes of providing services under this Agreement.

  • Notice of Non-Compliance If for any reason the Contractor does not comply, or anticipates that it will be unable to comply, with a provision in this Schedule in any respect, the Contractor must promptly notify the Province of the particulars of the non-compliance or anticipated non-compliance and what steps it proposes to take to address, or prevent recurrence of, the non-compliance or anticipated non-compliance.

  • Covenant of the Company The Company covenants and agrees that this Warrant shall be binding upon any corporation succeeding to the Company by merger, consolidation, or acquisition of all or substantially all of the Company's assets.

  • Notice of Non-Renewal Consultant understands and agrees that there is no representation, implication, or understanding that the City will request that work product provided by Consultant under this agreement be supplemented or continued by Consultant under a new agreement following expiration or termination of this agreement. Consultant waives all rights or claims to notice or hearing respecting any failure by City to continue to request or retain all or any portion of the work product from Consultant following the expiration or termination of this agreement.

  • Covenant of Confidentiality All documents, records, files, manuals, forms, materials, supplies, computer programs, trade secrets and other information which comes into EXECUTIVE's possession from time to time during EXECUTIVE's employment by COMPANY and/or any of COMPANY's subsidiaries or affiliates, shall be deemed to be confidential and proprietary to COMPANY and shall remain the sole and exclusive property of COMPANY. EXECUTIVE acknowledges that all such confidential and proprietary information is confidential and proprietary and not readily available to COMPANY's business competitors. On the effective date of the termination of the employment relationship or at such other date as specified by COMPANY, EXECUTIVE agrees that he will return to COMPANY all such confidential and proprietary items (including, but not limited to, Company marketing material, business cards, keys, etc.) in his control or possession, and all copies thereof, and that he will not remove any such items from the offices of COMPANY.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!