Tender Agreement. Stockholder agrees, pursuant to the terms and subject to the conditions set forth herein:
Tender Agreement. The Shareholder hereby agrees that unless this Agreement is terminated pursuant to Article V hereof, (a) the Shareholder shall tender the Subject Shares to Merger Sub in the Offer as promptly as practicable, and in any event no later than the tenth Business Day, following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and (b) the Shareholder shall not withdraw any Subject Shares so tendered unless the Offer is terminated or has expired without Purchaser purchasing all shares of Common Stock validly tendered in the Offer.
Tender Agreement. The Stockholder agrees that unless this Agreement is terminated pursuant to Article V of this Agreement, (i) the Stockholder shall validly tender or cause to be validly tendered, the Subject Shares to the Merger Sub pursuant to and in accordance with the terms of the Offer as promptly as practicable, and in any event no later than: (a) the fifth Business Day, following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and (b) in the case of any Subject Shares acquired after the date of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or otherwise, the third succeeding Business Day after acquisition thereof; and (ii) the Stockholder shall not withdraw any Subject Shares so tendered unless the Offer is terminated or has expired without the Merger Sub purchasing all shares of Common Stock validly tendered in the Offer. Notwithstanding the provisions of the preceding sentence, in the event that any Subject Shares are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Subject Shares shall remain subject to the terms of this Agreement. The parties to this Agreement acknowledge and agree that the obligation of the Merger Sub to accept for payment and pay for Shares validly tendered in the Offer, including the Subject Shares, is subject to the conditions set forth in Annex A to the Merger Agreement.
Tender Agreement. The Stockholder hereby agrees that until the Termination Date, (a) the Stockholder shall tender the Subject Shares to Purchaser in the Tender Offer as promptly as practicable, and in any event no later than the tenth business day, following the commencement of the Tender Offer pursuant to Section 1.01 of the Merger Agreement and (b) the Stockholder shall not withdraw any Subject Shares so tendered unless the Tender Offer is terminated or has expired without Purchaser purchasing all Shares validly tendered in the Tender Offer. The Stockholder acknowledges and agrees that the Offerors' obligation to accept for payment Shares in the tender Offer, including any Shares tendered by the Stockholder, is subject to the terms and conditions of the Merger Agreement and the Tender Offer.
Tender Agreement. (a) (i) Each Shareholder shall validly tender for sale to Merger Subsidiary, pursuant to the terms of the Offer and Rule 14d-2 under the Exchange Act, no later than the tenth business day after commencement of the Offer or, if later, the fifth business day following receipt of the applicable Offer Documents, the Shares then owned of record or beneficially by such Shareholder and (ii) except as provided in clause (a)(i) above, during the time this Agreement is in effect, each Shareholder shall not transfer, sell, give, assign, distribute, hypothecate, pledge, encumber, grant a security interest in, enter into any contract, option or other agreement or understanding with respect to, or otherwise dispose of (whether by operation of law or by agreement or otherwise), any Shares, or any right, title or interest therein or thereto. Each Shareholder hereby acknowledges and agrees that Sprint’s and Merger Subsidiary’s obligation to accept for payment and pay for the Shares in the Offer, including all Shares beneficially owned by such Shareholder, is subject to the terms and conditions of the Offer and the Merger Agreement.
Tender Agreement. (a) The Principal Shareholder hereby agrees that it shall promptly (and in any event within ten business days) following the commencement of the Offer, tender pursuant to the letter of transmittal included in the Offer Documents, the certificates representing all of the Shares. The Principal Shareholder shall also deliver in connection therewith all other customary documents or instruments required to be delivered pursuant to the terms of the Offer Documents. The Principal Shareholder shall not, subject to applicable law, withdraw the tender of Shares effected in accordance with this Section 1.1 except if there is any amendment that adversely affects the Principal Shareholder.
Tender Agreement. The Shareholders hereby agree that unless this Agreement is terminated pursuant to Article V hereof, (a) the Shareholders shall tender the Subject Shares to Merger Sub in the Offer as promptly as practicable, and in any event no later than the tenth Business Day, following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement; provided, however, that with respect to 11,400 Subject Shares held by Vicky M. Joshi in an individual retirement account, such Shareholdex xxxxx xxxxxx the 11,400 Subject Shares as promptly as practicable under the circumstances and (b) the Shareholders shall not withdraw any Subject Shares so tendered unless the Offer is terminated or has expired without Purchaser purchasing all shares of Common Stock validly tendered in the Offer.
Tender Agreement. (a) Each Stockholder shall validly tender for sale to Buyer, pursuant to the terms of the Offer, no later than the tenth business day after commencement of the Offer or, if later, the fifth business day following receipt of the applicable Offer Documents, the Shares (other than the Schedule A Shares) then owned of record or beneficially by such Stockholder, provided that at such time as the restrictions lapse with respect to any Schedule A Shares owned by such Stockholder, if there is a subsequent offering period such Stockholder will promptly tender such Schedule A Shares in such subsequent offering period. Each Stockholder hereby acknowledges and agrees that Sprint’s and Buyer’s obligation to accept for payment and pay for the Shares in the Offer, including all Shares beneficially owned by such Stockholder, is subject to the terms and conditions of the Offer and the Merger Agreement.
Tender Agreement. As contemplated by the Memorandum of Understanding, SKR and the Selling Stockholders entered into the Tender Agreement in order to induce SKR to execute the Memorandum of Understanding and in consideration of the substantial expenses incurred and to be incurred by SKR and its affiliates in connection therewith. The Selling Stockholders agreed, subject to certain conditions, to tender or cause to be tendered to SKR pursuant to the Offer all of their Shares. Other than the purchase price to be paid to the Selling Stockholders upon any tender of their Shares to the Purchaser in accordance with the Offer, no consideration was paid or required to be paid to such Selling Stockholders by SKR or its affiliates in connection with the execution of the Tender Agreement. In addition, the Tender Agreement provides for a "purchase option" with respect to the Shares owned by the Selling Stockholders (the "Option") exercisable by SKR under certain circumstances. Pursuant to the terms of the Memorandum of Understanding and the Tender Agreement, SKR has assigned its rights therein, respectively, to the Purchaser. Upon (i) receipt of notice from the Selling Stockholders of a "Triggering Event," which is defined as the proposal by any person or group of persons of a Competing Transaction (as defined in the Tender Agreement) in which the consideration to be received by holders of Shares is in excess of $7.00 per share in cash and which is applicable to each Share outstanding (other than any Shares owned by the person or group of persons proposing such Competing Transaction or any of their respective affiliates), and (ii) the withdrawal by the Board of Directors of the Company of its recommendation or proposed recommendation to the shareholders of the Company that they tender their shares in the Offer, the Purchaser has the right, pursuant to the Tender Agreement, to purchase all of the Shares owned by the Selling Stockholders at a price determined as described below. The purchase price payable by the Purchaser upon exercise of the Option would be equal to the price per Share payable in the Competing Transaction giving rise to the Triggering Event; provided, however, in the event the price per share paid in the Offer or in such Competing Transaction is increased (i) after the Purchaser has given notice of its intent to exercise the Option, then the Purchaser would pay to the Selling Stockholders in cash at the closing an additional amount per share for the shares to be purchase...
Tender Agreement. Contemporaneously with the execution of this Agreement, the Company shall cause the Tender Agreement to be delivered to Parent from each of the Company’s executive officers and directors, and their Affiliates, identified on Exhibit C.
