Common use of Tender Agreement Clause in Contracts

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 Notwithstanding the provisions of the preceding sentence, in the event that any Subject Shares are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Subject Shares shall remain subject to the terms of this Agreement.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 agrees that unless this Agreement is terminated pursuant to Article V of this Agreement, (i) the Stockholder shall (except with respect to Subject Shares that are restricted stock) 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.