Common use of Stockholder Obligation Several and Not Joint Clause in Contracts

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX AND COMPANY By: /s/ Dxxxx X. Xxxxx Name: Dxxxx X. Xxxxx Title: Chair and Chief Executive Officer MERGER SUB: YOSEMITE FALLS ACQUISITION CORPORATION By: /s/ Pxxxxx X. Xxxxxxx Name: Pxxxxx X. Xxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx HXXXX XXXXXX By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx Schedule A Name of Stockholder Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian Holdings, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585

Appears in 1 contract

Samples: Tender and Support Agreement (POINT Biopharma Global Inc.)

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Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. [Remainder of Page Intentionally Left Blank. Signature Pages Follow.] The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY By: /s/ Dxxxx Xxxxx X. Xxxxx Name: Dxxxx Xxxxx X. Xxxxx Title: Chair Chairman, President and Chief Executive Officer MERGER SUB: YOSEMITE FALLS BLUEGILL ACQUISITION CORPORATION By: /s/ Pxxxxx Xxxxxx X. Xxxxxxx Xxxxxx Name: Pxxxxx Xxxxxx X. Xxxxxxx Xxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX [Signature Page to Tender and Support Agreement] KPCB Holdings, Inc., as Nominee By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INCXxxxx X Xxxxx Name: Xxxxx X. Xxxxx Title: President and Chairman Address: 0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 [Signature Page to Tender and Support Agreement] OrbiMed Private Investments IV, LP By: OrbiMed Capital XX XX LLC. its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Axxxx Xxxxxxx Xxxx X. Xxxxxx Name: Axxxx Xxxxxxx Xxxx X. Xxxxxx HXXXX XXXXXX Title: Member OrbiMed Private Investments V, LP By: OrbiMed Capital GP V LLC. its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Hxxxx Xxxx X. Xxxxxx AXXXX XXXXXX IN TRUST Name: Xxxx X. Xxxxxx Title: Member Address: 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 [Signature Page to Tender and Support Agreement] QUAN VENTURE FUND I, L.P. By: Quan Venture Partners I, L.L.C. Its: General Partner By: /s/ Axxxx Xxxxxxx Xxxxxx Xx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INCXx Title: Managing Director Address: Jinchuang Plaza 4560 Jinke Rd., Bldg. 1N, Suite 000 Xxxxxxxxxx Xx-xxxx Xxxx, Xxxxxx Xxx Xxxx Xxxxxxxx, Xxxxx 000000 [Signature Page to Tender and Support Agreement] DECHENG CAPITAL CHINA LIFE SCIENCES USD FUND II, L.P. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGSits General Partner, Decheng Capital Management II (Cayman), LLC By: /s/ Axxxx Xxxxxxx Xxxxxx NameXxxxxxxx Xxx Xxxxxxxx Xxx Managing Director Address: Axxxx Xxxxxxx Xxxxxx 0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, XX 00000 [Signature Page to Tender and Support Agreement] /s/ Xxxxx Van Vlasselaer, Ph.D. Xxxxx Van Vlasselaer, Ph.D. Address: 0000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 [Signature Page to Tender and Support Agreement] EXHIBIT A FORM OF SPOUSAL CONSENT The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of May 9, 2018, by and among Xxx Xxxxx and Company, an Indiana corporation (“Parent”), Bluegill Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: May 9, 2018 SPOUSE: Signature: /s/ Xxxx Xxx Xxxx Print name: Xxxx Xxx Xxxx [Signature Page to Tender and Support Agreement] Schedule A Name of Stockholder Number of Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx XIV, LLC (signed for by KPCB Holdings, Inc., as Nominee) 3,475,576 — KPCB XIV Founders Fund, LLC 71,744 0 0 Axxxx (signed for by KPCB Holdings, Inc., as Nominee) 294,029 — Xxxxxxx Xxxxxx 0 33,469 876,585Xxxxxxx Xxxxxxxx & Xxxxx XVI, LLC (signed for by KPCB Holdings, Inc., as Nominee) 480,625 — KPCB XVI Founders Fund, LLC (signed for by KPCB Holdings, Inc., as Nominee) 16,453 — OrbiMed Private Investments IV, LP 3,709,356 — OrbiMed Private Investments V, LP 409,547 — Decheng Capital China Life Sciences USD Fund II, L.P. 1,214,700 — Quan Venture Fund I, L.P. 404,900 — Xxxxx Van Vlasselaer, Ph.D. 809,865 1,025,528 [Schedule A to Tender and Support Agreement] EXHIBIT A FORM OF SPOUSAL CONSENT The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of May 9, 2018, by and among Xxx Lilly and Company, an Indiana corporation (“Parent”), Bluegill Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [•] SPOUSE: Signature:

Appears in 1 contract

Samples: Tender and Support Agreement

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Xxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY By: /s/ Dxxxx X. Xxxxx Xxxx Xxxxxxxx Name: Dxxxx X. Xxxxx Xxxx Xxxxxxxx Title: Chair and Chief Executive Officer Senior Vice President, Immunology Development MERGER SUB: YOSEMITE FALLS RAINIER ACQUISITION CORPORATION By: /s/ Pxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Name: Pxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: President and Treasurer The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXX XXXXXX By: /s/ Axxxx Xxxxxxx Xxxx Xxxxxx MANOR DREW INVESTMENTS INC. Name: Xxxx Xxxxxx POLARIS PARTNERS VII, L.P. By: /s/ Axxxx Xxxxxxx Xxxxxx Xxxxxxxx Name: Axxxx Xxxxxxx Xxxxxx HXXXX XXXXXX Xxxxxxxx Title: Attorney-in-fact POLARIS ENTREPRENEURS FUND VII, L.P. By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Xxxxxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. ByXxxxxxxx Title: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx Attorney-in-fact [Signature Page to Tender and Support Agreement] Schedule A Name of Stockholder Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 Company RSUs Xxxx Xxxxxx 145 99,163 0 Polaris Partners VII, L.P. 1,860,498 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian Holdings, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,5850

Appears in 1 contract

Samples: Tender and Support Agreement (Morphic Holding, Inc.)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Xxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY By: /s/ Dxxxx Xxxxx X. Xxxxx Name: Dxxxx Xxxxx X. Xxxxx Title: Chair and Chief Executive Officer MERGER SUB: YOSEMITE FALLS XXXXXXX ACQUISITION CORPORATION By: /s/ Pxxxxx Xxxxxx X. Xxxxxxx Name: Pxxxxx Xxxxxx X. Xxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERSSTOCKHOLDER: AXXXX XXXXXXX XXXXXX RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INCXxxx Name: Xxxxxx Xxxx Title: Manager The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDER: RA CAPITAL NEXUS FUND II, L.P. By: RA Capital Nexus Fund II GP, LLC Its: General Partner By: /s/ Axxxx Xxxxxxx Xxxxxx Xxxx Name: Axxxx Xxxxxxx Xxxxxx HXXXX XXXXXX ByXxxx Title: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx Manager Schedule A Name of Stockholder Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian HoldingsRA Capital Healthcare Fund, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585L.P. 7,070,205 RA Capital Nexus Fund II, L.P. 786,407

Appears in 1 contract

Samples: Tender and Support Agreement (DICE Therapeutics, Inc.)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY By: /s/ Dxxxx Xxxxx X. Xxxxx Name: Dxxxx Xxxxx X. Xxxxx Title: Chair Chairman and Chief Executive Officer MERGER SUB: YOSEMITE FALLS BALD EAGLE ACQUISITION CORPORATION By: /s/ Pxxxxx X. Xxxxxxx Xxxxxxxxx Name: Pxxxxx X. Xxxxxxx Xxxxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERSSTOCKHOLDER: AXXXX XXXXXXX XXXXXX NEW ENTERPRISE ASSOCIATES 13, L.P. By: NEA Partners 13, L.P. By: NEA 13 GP, L.P. By: /s/ Axxxx Xxxxxxx Xxxxx X. Xxxxxx MANOR DREW INVESTMENTS INC. NEA VENTURES 2011, LIMITED PARTNERSHIP By: /s/ Axxxx Xxxxxxx Xxxxx X. Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx HXXXX XXXXXX By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx Vice President Schedule A Name of Stockholder Stockholders Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian HoldingsCompany RSUs New Enterprise Associates 13, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585L.P. 3,502,922 N/A N/A NEA Ventures 2011, Limited Partnership 3,727 N/A N/A

Appears in 1 contract

Samples: Tender and Support Agreement (Dermira, Inc.)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY ByCOMPANY, as Parent by: /s/ Dxxxx Xxxxx X. Xxxxx Name: Dxxxx Xxxxx X. Xxxxx Title: Chair Chairman, President and Chief Executive Officer MERGER SUB: YOSEMITE FALLS BOWFIN ACQUISITION CORPORATION ByCORPORATION, as Merger Sub by: /s/ Pxxxxx Xxxxxx X. Xxxxxxx Name: Pxxxxx Xxxxxx X. Xxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX AISLING CAPITAL III, LP By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxx Xxxxxx Title: Chief Financial Officer Aisling Capital III, L.P. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxx Fax: 000 000 0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx and Aisling Capital III, L.P. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Chief Financial Officer Fax: 000 000 0000 Email: xxxxxxx@xxxxxxxxxxxxxx.xxx with a copy (which does not constitute notice) to: XxXxxxxxx Will & Xxxxx LLP 000 Xxxxxxx Xxxxxx HXXXX XXXXXX ByXxx Xxxx, XX 00000-0000 Attn: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST ByXxxx Finger Fax: /s/ Axxxx Xxxxxxx Xxxxxx Name000 000 0000 Email: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx xxxxxxx@xxx.xxx Schedule A Name of Stockholder Stockholders Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian HoldingsAisling Capital III, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585LP 2,038,920 N/A

Appears in 1 contract

Samples: Tender and Support Agreement (Loxo Oncology, Inc.)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Sub Purchaser agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties Parties are executing this Tender and Support Agreement on as of the date set forth in the introductory clausepreamble. PARENT: EXX LXXXX AND COMPANY By: /s/ Dxxxx X. Xxxxx Name: Dxxxx X. Xxxxx Title: Chair and Chief Executive Officer MERGER ALLIANCE ACQUISITION SUB: YOSEMITE FALLS ACQUISITION CORPORATION By: /s/ Pxxxxx X. Xxxxxxx Name: Pxxxxx X. Xxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS , INC. By: /s/ Axxxx Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director ALLIANCE HOLDCO LIMITED By: /s/ Xx. Xxxxxxxxxxx Xxxxxxxxx Name: Xx. Xxxxxxxxxxx Xxxxxxxxx Title: President [Signature Page to Tender and Support Agreement] By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director, President and Chief Executive Officer [Signature Page to Tender and Support Agreement] By: /s/ Hope D’Oyley-Gay Name: Xxxx X’Xxxxx-Xxx Title: General Counsel [Signature Page to Tender and Support Agreement] By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director [Signature Page to Tender and Support Agreement] By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Medical Officer [Signature Page to Tender and Support Agreement] By: /s/ Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx HXXXX XXXXXX Title: Chief Business Officer [Signature Page to Tender and Support Agreement] By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. Title: Chief Scientific Officer [Signature Page to Tender and Support Agreement] By: /s/ Axxxx Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer [Signature Page to Tender and Support Agreement] By: /s/ Xxxx XxxXxxx Name: Xxxx XxxXxxx Title: Director [Signature Page to Tender and Support Agreement] By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director [Signature Page to Tender and Support Agreement] By: /s/ Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC Title: Director [Signature Page to Tender and Support Agreement] By: /s/ Axxxx Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director [Signature Page to Tender and Support Agreement] By: /s/ Xxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxx Xxxxxx Title: Director [Signature Page to Tender and Support Agreement] By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director [Signature Page to Tender and Support Agreement] Schedule A Name of Stockholder Beneficial Owner Number of Shares Number of RSUs Company Common Stock Options Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 Warrants Xxxxx X. Xxxxxx 143,021 0 1,640,936 0 Xxxxxxxx X. Xxxxxx 0 0 Hxxxx Xxxxxx 313,884 356,700 0 Xxxxx Xxxxxxxxx, M.D. 0 0 Sxxxxx Holdings Inc. 4,035,655 322,300 0 Hope D’Oyley-Gay 0 0 Anglian Holdings, LLC 71,744 327,900 0 Xxxxxxx Xxxxxx 47,133 8,750 662,149 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,5850 344,500 0 Xxxxxxx Xxxxxx, MPA 8,500 0 71,000 0 Xxxxx Xxxxxx, M.D. 0 0 39,000 0 Xx Xxxxxxx 27,472 0 80,000 0 Xxxxx Xxxxxx, M.D., Ph.D. 34,246 0 98,548 0 Xxxxx Xxxxxxxx 0 0 25,000 0 Xxxxx Xxxxx 1,000 0 84,263 0

Appears in 1 contract

Samples: Tender and Support Agreement (Applied Genetic Technologies Corp)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Xxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX AND COMPANY XXXXXX RESTAURANTS, INC. By: /s/ Dxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Name: Dxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Title: Chair President and Chief Executive Officer MERGER SUB: YOSEMITE FALLS RUBY ACQUISITION CORPORATION By: /s/ Pxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Name: Pxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERSCOMPANY: AXXXX XXXXXXX XXXXXX By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS RUTH’S HOSPITALITY GROUP, INC. By: /s/ Axxxx Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President and Chief Executive Officer STOCKHOLDERS By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Address or E-mail: [**] By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Address or E-mail: [**] By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Address or E-mail: [**] [Signature Page to Tender and Support Agreement] By: /s/ Xxxxx X. Xxxxxx Name: Axxxx Xxxxxxx Xxxxx X. Xxxxxx HXXXX XXXXXX Address or E-mail: [**] By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Address or E-mail: [**] By: /s/ Axxxx Xxxxxxx X’Xxxxxxx Name: Xxxxxxx X’Xxxxxxx Address or E-mail: [**] By: /s/ Xxxxx X. Xxxxxx Name: Axxxx Xxxxxxx Xxxxx X. Xxxxxx SXXXXX HOLDINGS INC. Address or E-mail: [**] By: /s/ Axxxx Xxxxxxx Xxxxxx Xxxxx X. Xxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC Xxxxx X. Xxxxx Address or E-mail: [**] By: /s/ Axxxx Xxxxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxx Xxxxxxx Xxxxxx Schedule A Name of Stockholder Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian Holdings, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585Address or E-mail: [**] By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Address or E-mail: [**] By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Address or E-mail: [**]

Appears in 1 contract

Samples: Tender and Support Agreement (Ruths Hospitality Group, Inc.)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Xxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. Parent and Xxxxxx Sub agree that no Stockholder shall be liable in his, her or its capacity as a stockholder of the Company for claims, losses, damages, expenses, liabilities or obligations arising under the Merger Agreement. Notwithstanding anything to the contrary in this Agreement, this Agreement may only be enforced against, and any claim or cause of action based upon, or arising under, this Agreement may only be brought against, the persons that are expressly named as parties hereto and their respective successors and assigns. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX AND COMPANY VIENNA PARENT CORPORATION, an Indiana corporation By: /s/ Dxxxx X. Xxxxx Xxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxx TitleXxxxxx Xxxxxxxxx Xxxxx: Chair and Chief Executive Officer MERGER SUB: YOSEMITE FALLS VIENNA ACQUISITION CORPORATION CORPORATION, a Delaware corporation By: /s/ Pxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxxx Name: Pxxxxx X. Xxxxxxx TitleXxxxxx Xxxxxxxxx Xxxxx: President Chief Executive Officer The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX BySTOCKHOLDER: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS Xxxxxxxxxx Xxxxxx Xxxxxxxxxx The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDER: QAR INDUSTRIES, INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Name: Axxxx Xxxxxxx Xxxxxx HXXXX XXXXXX ByXxxxxxxxxx Title: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx Schedule President SCHEDULE A Name of Stockholder Shares of Company Common Stock Company PSUs Vested Restricted Shares Company Stock Options Manor Drew Investments QAR Industries, Inc. 4,268,605 498,884 0 0 Hxxxx Xxxxxx 313,884 Xxxxxxxxxx 61,615 * 51,615 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian Holdings, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585* Includes unvested shares of Company Common Stock that are not eligible to be tendered. Schedule A

Appears in 1 contract

Samples: Tender and Support Agreement (TSR Inc)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Xxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY By: /s/ Dxxxx X. Xxxxx Xxxx Xxxxxxxx Name: Dxxxx X. Xxxxx Xxxx Xxxxxxxx Title: Chair and Chief Executive Officer Senior Vice President, Immunology Development MERGER SUB: YOSEMITE FALLS RAINIER ACQUISITION CORPORATION By: /s/ Pxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Name: Pxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: President and Treasurer The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx HXXXX XXXXXX By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGSXXXXXXXX and TAS Partners, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Xxxxxxxx Name: Axxxx Xxxxxxx Xxxxxxxx Title: Himself, and Manager, TAS Partners LLC [Signature Page to Tender and Support Agreement] XXXXXX XX By: /s/ Xxxxxx Xx Name: Xxxxxx Xx [Signature Page to Tender and Support Agreement] XXXXXXXX-XX FAMILY 2004 IRREVOCABLE TRUST DATED MARCH 29, 2004 FBO – XXXXX By: Fiduciary Trust Company of New England LLC, its Trustee By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President & CEO XXXXXXXX-XX FAMILY 2004 IRREVOCABLE TRUST DATED MARCH 29, 2004 FBO – XXXXXXX By: Fiduciary Trust Company of New England LLC, its Trustee By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President & CEO Schedule A Name of Stockholder Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 Company RSUs Xxxxxxx Xxxxxxxx 4,608,052 193,537 0 Xxxxxx Xx 42,873 0 0 Hxxxx Xxxxxx 313,884 Xxxxxxxx-Xx Family 2004 Irrevocable Trust dated March 29, 2004 FBO – Kayla 107,183 0 0 Sxxxxx Holdings Inc. 4,035,655 Xxxxxxxx-Xx Family 2004 Irrevocable Trust dated March 29, 2004 FBO – Xxxxxxx 107,183 0 0 Anglian Holdings, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,5850

Appears in 1 contract

Samples: Tender and Support Agreement (Morphic Holding, Inc.)

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Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX AND COMPANY By: /s/ Dxxxx X. Xxxxx Name: Dxxxx X. Xxxxx Title: Chair and Chief Executive Officer MERGER SUB: YOSEMITE FALLS ACQUISITION CORPORATION By: /s/ Pxxxxx X. Xxxxxxx Name: Pxxxxx X. Xxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX NXXX X. XXXXXXXX By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS Nxxx X. Xxxxxxxx Name: Nxxx X. Xxxxxxxx 1510789 ONTARIO INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Nxxx X. Xxxxxxxx Name: Axxxx Xxxxxxx Xxxxxx HXXXX XXXXXX By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX Nxxx X. Fxxxxxxx XXXXXXXX XXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Pxxxxxxx Xxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx Pxxxxxxx Xxxxx [Signature Page to Tender and Support Agreement] Schedule A Name of Stockholder Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments 1510789 Ontario Inc. 4,268,605 233,171 0 0 Hxxxx Xxxxxx 313,884 Pxxxxxxx Xxxxx in Trust 358 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian Holdings, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585Nxxx X. Xxxxxxxx 3,023,045 6,062 169,491

Appears in 1 contract

Samples: Tender and Support Agreement (POINT Biopharma Global Inc.)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY By: /s/ Dxxxx Xxxxx X. Xxxxx Name: Dxxxx Xxxxx X. Xxxxx Title: Chair Chairman, President and Chief Executive Officer MERGER SUB: YOSEMITE FALLS BLUEGILL ACQUISITION CORPORATION By: /s/ Pxxxxx Xxxxxx X. Xxxxxxx Xxxxxx Name: Pxxxxx Xxxxxx X. Xxxxxxx Xxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX KPCB Holdings, Inc., as Nominee By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INCXxxxx X Xxxxx Name: Xxxxx X. Xxxxx Title: President and Chairman Address: 0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 [Signature Page to Tender and Support Agreement] OrbiMed Private Investments IV, LP By: OrbiMed Capital XX XX LLC. its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Axxxx Xxxxxxx Xxxx X. Xxxxxx Name: Axxxx Xxxxxxx Xxxx X. Xxxxxx HXXXX XXXXXX Title: Member OrbiMed Private Investments V, LP By: OrbiMed Capital GP V LLC. its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Hxxxx Xxxx X. Xxxxxx AXXXX XXXXXX IN TRUST Name: Xxxx X. Xxxxxx Title: Member Address: 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 [Signature Page to Tender and Support Agreement] QUAN VENTURE FUND I, L.P. By: Quan Venture Partners I, L.L.C. Its: General Partner By: /s/ Axxxx Xxxxxxx Xxxxxx Xx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INCXx Title: Managing Director Address: Jinchuang Plaza 4560 Jinke Rd., Bldg. 1N, Suite 000 Xxxxxxxxxx Xx-xxxx Xxxx, Xxxxxx Xxx Xxxx Xxxxxxxx, Xxxxx 000000 DECHENG CAPITAL CHINA LIFE SCIENCES USD FUND II, L.P. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGSits General Partner, Decheng Capital Management II (Cayman), LLC By: /s/ Axxxx Xxxxxxx Xxxxxx NameXxxxxxxx Xxx Xxxxxxxx Xxx Managing Director Address: Axxxx Xxxxxxx Xxxxxx Schedule A Name of Stockholder Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian Holdings0000 Xxxx Xxxx Xxxx, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, XX 00000 [Signature Page to Tender and Support Agreement] /s/ Xxxxx Van Vlasselaer, Ph.D. Xxxxx Van Vlasselaer, Ph.D. Address: 0000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 EXHIBIT A

Appears in 1 contract

Samples: Tender and Support Agreement (ARMO BioSciences, Inc.)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY ByCOMPANY, as Parent by: /s/ Dxxxx Xxxxx X. Xxxxx Name: Dxxxx Xxxxx X. Xxxxx Title: Chair Chairman, President and Chief Executive Officer MERGER SUB: YOSEMITE FALLS BOWFIN ACQUISITION CORPORATION ByCORPORATION, as Merger Sub by: /s/ Pxxxxx Xxxxxx X. Xxxxxxx Name: Pxxxxx Xxxxxx X. Xxxxxxx Title: President [Signature Page to Tender and Support Agreement] The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERS: AXXXX XXXXXXX XXXXXX AISLING CAPITAL III, LP By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxx Xxxxxx Title: Chief Financial Officer Aisling Capital III, L.P. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxx Fax: 000 000 0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx and Aisling Capital III, L.P. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Chief Financial Officer Fax: 000 000 0000 Email: xxxxxxx@xxxxxxxxxxxxxx.xxx with a copy (which does not constitute notice) to: XxXxxxxxx Will & Xxxxx LLP 000 Xxxxxxx Xxxxxx HXXXX XXXXXX ByXxx Xxxx, XX 00000-0000 Attn: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST ByXxxx Finger Fax: /s/ Axxxx Xxxxxxx Xxxxxx Name000 000 0000 Email: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGS, LLC By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx xxxxxxx@xxx.xxx [Signature Page to Tender and Support Agreement] Schedule A Name of Stockholder Stockholders Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian HoldingsAisling Capital III, LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,585LP 2,038,920 N/A

Appears in 1 contract

Samples: Tender and Support Agreement

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY Byby: /s/ Dxxxx X. Xxxxx Name: Dxxxx Xxxxx X. Xxxxx Title: Chair Chairman and Chief Executive Officer MERGER SUB: YOSEMITE FALLS BALD EAGLE ACQUISITION CORPORATION Byby: /s/ Pxxxxx X. Xxxxxxx Name: Pxxxxx X. Xxxxxxx Xxxxxxxxx Title: President [Signature Page to Tender and Support Agreement] The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERSSTOCKHOLDER: AXXXX XXXXXXX XXXXXX BAY CITY CAPITAL FUND V, L.P. By: /s/ Axxxx Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INC. Its Bay City Capital Management V LLC, General Partner By: /s/ Axxxx Xxxxxxx Xxxxxx Its Bay City Capital LLC, Manager By: Name: Axxxx Xxxx Craves Title: Managing Director Address: 000 Xxxxxxx Xxxxxx HXXXX XXXXXX Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P. By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST Its Bay City Capital Management V LLC, General Partner By: /s/ Axxxx Xxxxxxx Xxxxxx Its Bay City Capital LLC, Manager By: Name: Axxxx Xxxx Craves Title: Managing Director Address: 000 Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGSXxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 BAY CITY CAPITAL, LLC By: /s/ Axxxx Xxxx Craves, Manager Address: 000 Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 [Signature Page to Tender and Support Agreement] Schedule A Name of Stockholder Stockholders Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian HoldingsCompany RSUs Bay City Capital Fund V, L.P. 3,441,075 N/A N/A Bay City Capital Fund V Co-Investment Fund, L.P. 65,572 N/A N/A Bay City Capital LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,5856,000 38,688 3,000

Appears in 1 contract

Samples: Tender and Support Agreement (Bay City Capital LLC)

Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Mxxxxx Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: EXX LXXXX XXX XXXXX AND COMPANY By: /s/ Dxxxx Xxxxx X. Xxxxx Name: Dxxxx Xxxxx X. Xxxxx Title: Chair Chairman and Chief Executive Officer MERGER SUB: YOSEMITE FALLS BALD EAGLE ACQUISITION CORPORATION By: /s/ Pxxxxx X. Xxxxxxx Xxxxxxxxx Name: Pxxxxx X. Xxxxxxx Xxxxxxxxx Title: President The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDERSSTOCKHOLDER: AXXXX XXXXXXX XXXXXX BAY CITY CAPITAL FUND V, L.P. By: Bay City Capital Management V LLC, Its General Partner By: Bay City Capital LLC, Its Manager By: /s/ Axxxx Xxxx Craves Name: Xxxx Craves Title: Managing Director Address: 000 Xxxxxxx Xxxxxx MANOR DREW INVESTMENTS INC. Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P. By: Bay City Capital Management V LLC, Its General Partner By: Bay City Capital LLC, Its Manager By: /s/ Axxxx Xxxxxxx Xxxxxx Xxxx Craves Name: Axxxx Xxxx Craves Title: Managing Director Address: 000 Xxxxxxx Xxxxxx HXXXX XXXXXX By: /s/ Hxxxx Xxxxxx AXXXX XXXXXX IN TRUST By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx SXXXXX HOLDINGS INC. By: /s/ Axxxx Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx ANGLIAN HOLDINGSXxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 BAY CITY CAPITAL, LLC By: /s/ Axxxx Xxxx Craves Xxxx Craves, Manager Address: 000 Xxxxxxx Xxxxxx Name: Axxxx Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Schedule A Name of Stockholder Stockholders Shares of Company Common Stock Company PSUs Company Stock Options Manor Drew Investments Inc. 4,268,605 0 0 Hxxxx Xxxxxx 313,884 0 0 Sxxxxx Holdings Inc. 4,035,655 0 0 Anglian HoldingsCompany RSUs Bay City Capital Fund V, L.P. 3,441,075 N/A N/A Bay City Capital Fund V Co-Investment Fund, L.P. 65,572 N/A N/A Bay City Capital LLC 71,744 0 0 Axxxx Xxxxxxx Xxxxxx 0 33,469 876,5856,000 38,688 3,000

Appears in 1 contract

Samples: Tender and Support Agreement (Dermira, Inc.)

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