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. The parties are executing this Agreement on the date set forth in the introductory clause. XXXXXXXXXX.XXX, INC. By: Name: Title: SAUSALITO ACQUISITION CORP. By: Name: Title: [Signature Page to Letter Agreement] STOCKHOLDER XXXXXXXXX XXXXXX By: Name: Xxxxxxxxx Xxxxxx STOCKHOLDER XXXXXXXXXXX XXXXXX By: Name: Xxxxxxxxxxx Xxxxxx STOCKHOLDER XXXXXXX X. XXXXXXXX & DELLE X. XXXXXXX TRUST DATED 3/24/2008 By: Name: Xxxxxxx Xxxxxxxx Title: Trustee STOCKHOLDER XXXXXXX XXXXXXXX By: Name: Xxxxxxx Xxxxxxxx Annex I FORM OF CONVERSION DOCUMENT Date: [ ] American Stock Transfer and Trust Company 0000 00xx Xxxxxx, Xxxxxxxx Xxx Xxxx 00000 Email: xxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx and xxxxxxxx@xxxxxxxxxxxx.xxx Re: Conversion of Tableau Software, Inc. Class B Common Stock to Class A Common Stock Dear Sir/Madam: [ ] (“Entity Stockholder”) currently holds shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of Tableau Software, Inc. (the “Company”). Each share of Class B Common Stock has ten (10) votes per share, whereas each share of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Company has one (1) vote per share. As of the date hereof, shares of Class B Common Stock cannot be traded on the New York Stock Exchange (NYSE) or transferred to a brokerage account until such shares have been converted to shares of Class A Common Stock on a 1:1 basis by completing an irrevocable election to convert. The Entity Stockholder hereby elects, pursuant to Section D.5.a of Article IV of the Amended and Restated Certificate of Incorporation of the Company, to effect the conversion of [NUMBER] shares of the Company’s Class B Common Stock held by the Entity Stockholder into an equal number of fully paid and non-assessable shares of Class A Common Stock. The Entity Stockholder understands and acknowledges that this election to convert is irrevocable and will be effective as to the number of shares of Class B Common Stock specified in the immediately preceding sentence and held by the Entity Stockholder in the AST Account below, without any further action by it upon delivery of this election notice to American Stock Transfer and Trust Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger
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. The parties are executing this Agreement on the date set forth in the introductory clause. XXXXXXXXXX.XXX, INC. By: Name: Xxxx Xxxxxxxx Title: Executive Vice President, Corporate Development & Salesforce Ventures SAUSALITO ACQUISITION CORP. By: Name: Xxxx Xxxxxxxx Title: [Signature Page to Letter Agreement] Vice President STOCKHOLDER XXXXXXXXX XXXXXX By: Name: Xxxxxxxxx Xxxxxx STOCKHOLDER XXXXXXXXXXX XXXXXX By: Name: Xxxxxxxxxxx Xxxxxx STOCKHOLDER XXXXXXX XXXXXXXX By: Name: Xxxxxxx Xxxxxxxx STOCKHOLDER XXXXXXX X. XXXXXXXX & DELLE X. XXXXXXX TRUST DATED 3/24/2008 By: Name: Xxxxxxx Xxxxxxxx Title: Trustee STOCKHOLDER XXXXXXX XXXXXXXX By: Name: Xxxxxxx Xxxxxxxx Annex I FORM OF CONVERSION DOCUMENT Date: [ ] American Stock Transfer and Trust Company 0000 00xx Xxxxxx, Xxxxxxxx Xxx Xxxx 00000 Email: xxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx and xxxxxxxx@xxxxxxxxxxxx.xxx Re: Conversion of Tableau Software, Inc. Class B Common Stock to Class A Common Stock Dear Sir/Madam: [ ] (“Entity Stockholder”) currently holds shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of Tableau Software, Inc. (the “Company”). Each share of Class B Common Stock has ten (10) votes per share, whereas each share of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Company has one (1) vote per share. As of the date hereof, shares of Class B Common Stock cannot be traded on the New York Stock Exchange (NYSE) or transferred to a brokerage account until such shares have been converted to shares of Class A Common Stock on a 1:1 basis by completing an irrevocable election to convert. The Entity Stockholder hereby elects, pursuant to Section D.5.a of Article IV of the Amended and Restated Certificate of Incorporation of the Company, to effect the conversion of [NUMBER] shares of the Company’s Class B Common Stock held by the Entity Stockholder into an equal number of fully paid and non-assessable shares of Class A Common Stock. The Entity Stockholder understands and acknowledges that this election to convert is irrevocable and will be effective as to the number of shares of Class B Common Stock specified in the immediately preceding sentence and held by the Entity Stockholder in the AST Account below, without any further action by it upon delivery of this election notice to American Stock Transfer and Trust Company. AST Account Number This Conversion is duly executed below by the Entity Stockholder or on behalf of Entity Stockholder by its authorized representative. [Name of Entity Stockholder] By: Print Name and Title Annex II FORM OF IRREVOCABLE CONVERSION NOTICE [Date] Reference is hereby made to that certain letter agreement, dated as of June 9, 2019 (as it may be amended from time to time, the “Letter Agreement”), by and among xxxxxxxxxx.xxx, inc., a Delaware corporation (“Parent”), and Sausalito Acquisition Corp., a Delaware corporation (“Purchaser”) and the stockholders of Tableau Software, Inc., a Delaware corporation (the “Company”) party thereto (the “Stockholders”). Capitalized terms that are used but not defined herein have the meaning given to such terms in the Letter Agreement. Pursuant to Section 1.3 of the Letter Agreement, Parent is hereby delivering to each Stockholder irrevocable notice that all of the conditions to the Offer have been either satisfied (other than those conditions that by their nature are to be satisfied at the expiration of the Offer, each of which would be capable of being satisfied were the expiration of the Offer to occur at the time Parent delivers this notice) or irrevocably waived by Parent and Purchaser; provided, that, for purposes of this notice, the satisfaction of the Minimum Condition is tested assuming that all Subject Shares of all Stockholders to be converted into shares of Class A Common Stock pursuant to Section 1.2 of the Letter Agreement were tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of this notice. This notice shall constitute the Irrevocable Conversion Notice for all purposes under the Letter Agreement. IN WITNESS HEREOF, the undersigned has caused this notice to be signed on behalf of Parent as of the date first written above. XXXXXXXXXX.XXX, INC. By: Name: Title: [Signature Page to Irrevocable Conversion Notice] Annex C Conditions to the Offer Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) Parent’s and Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of that certain Agreement and Plan of Merger, dated as of June 9, 2019 (the “Agreement”), by and among xxxxxxxxxx.xxx, inc., a Delaware corporation (“Parent”), Sausalito Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Tableau Software, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex C shall have the respective meanings ascribed thereto in the Agreement) and applicable Law, and in addition to (and not in limitation of) the obligations of Purchaser to extend the Offer pursuant to the terms and conditions of the Agreement and applicable Law, neither Parent nor Purchaser shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock that are validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, at any expiration of the Offer:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tableau Software 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. The parties are executing this Agreement on the date set forth in the introductory clause. XXXXXXXXXX.XXX, INC. By: Name: Title: SAUSALITO ACQUISITION CORP. By: Name: Title: [Signature Page to Letter Agreement] STOCKHOLDER XXXXXXXXX XXXXXX By: Name: Xxxxxxxxx Xxxxxx STOCKHOLDER XXXXXXXXXXX XXXXXX By: Name: Xxxxxxxxxxx Xxxxxx STOCKHOLDER XXXXXXX X. XXXXXXXX & DELLE X. XXXXXXX TRUST DATED 3/24/2008 By: Name: Xxxxxxx Xxxxxxxx Title: Trustee STOCKHOLDER XXXXXXX XXXXXXXX By: Name: Xxxxxxx Xxxxxxxx Annex I FORM OF CONVERSION DOCUMENT Date: [ ] American Stock Transfer and Trust Company 0000 00xx Xxxxxx, Xxxxxxxx Xxx Xxxx 00000 Email: xxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx and xxxxxxxx@xxxxxxxxxxxx.xxx Re: Conversion of Tableau Software, Inc. Class B Common Stock to Class A Common Stock Dear Sir/Madam: [ ] (“Entity Stockholder”) currently holds shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of Tableau Software, Inc. (the “Company”). Each share of Class B Common Stock has ten (10) votes per share, whereas each share of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Company has one (1) vote per share. As of the date hereof, shares of Class B Common Stock cannot be traded on the New York Stock Exchange (NYSE) or transferred to a brokerage account until such shares have been converted to shares of Class A Common Stock on a 1:1 basis by completing an irrevocable election to convert. The Entity Stockholder hereby elects, pursuant to Section D.5.a of Article IV of the Amended and Restated Certificate of Incorporation of the Company, to effect the conversion of [NUMBER] shares of the Company’s Class B Common Stock held by the Entity Stockholder into an equal number of fully paid and non-assessable shares of Class A Common Stock. The Entity Stockholder understands and acknowledges that this election to convert is irrevocable and will be effective as to the number of shares of Class B Common Stock specified in the immediately preceding sentence and held by the Entity Stockholder in the AST Account below, without any further action by it upon delivery of this election notice to American Stock Transfer and Trust Company. AST Account Number This Conversion is duly executed below by the Entity Stockholder or on behalf of Entity Stockholder by its authorized representative. [Name of Entity Stockholder] By: Print Name and Title Annex II FORM OF IRREVOCABLE CONVERSION NOTICE [Date] Reference is hereby made to that certain letter agreement, dated as of June 9, 2019 (as it may be amended from time to time, the “Letter Agreement”), by and among xxxxxxxxxx.xxx, inc., a Delaware corporation (“Parent”), and Sausalito Acquisition Corp., a Delaware corporation (“Purchaser”) and the stockholders of Tableau Software, Inc., a Delaware corporation (the “Company”) party thereto (the “Stockholders”). Capitalized terms that are used but not defined herein have the meaning given to such terms in the Letter Agreement. Pursuant to Section 1.3 of the Letter Agreement, Parent is hereby delivering to each Stockholder irrevocable notice that all of the conditions to the Offer have been either satisfied (other than those conditions that by their nature are to be satisfied at the expiration of the Offer, each of which would be capable of being satisfied were the expiration of the Offer to occur at the time Parent delivers this notice) or irrevocably waived by Parent and Purchaser; provided, that, for purposes of this notice, the satisfaction of the Minimum Condition is tested assuming that all Subject Shares of all Stockholders to be converted into shares of Class A Common Stock pursuant to Section 1.2 of the Letter Agreement were tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of this notice. This notice shall constitute the Irrevocable Conversion Notice for all purposes under the Letter Agreement. IN WITNESS HEREOF, the undersigned has caused this notice to be signed on behalf of Parent as of the date first written above. XXXXXXXXXX.XXX, INC. By: Name: Title: Annex C Conditions to the Offer Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) Parent’s and Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of that certain Agreement and Plan of Merger, dated as of June 9, 2019 (the “Agreement”), by and among xxxxxxxxxx.xxx, inc., a Delaware corporation (“Parent”), Sausalito Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Tableau Software, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex C shall have the respective meanings ascribed thereto in the Agreement) and applicable Law, and in addition to (and not in limitation of) the obligations of Purchaser to extend the Offer pursuant to the terms and conditions of the Agreement and applicable Law, neither Parent nor Purchaser shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock that are validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, at any expiration of the Offer:
Appears in 1 contract
