Tender Agreements Clause Samples

Tender Agreements. (a) The parties hereby acknowledge that Baxter Affiliates and the Nexell European Affiliate have entered into certain agreements relating to Baxter tenders (the "Tender Agreements") pursuant to which Baxter will remain a party to certain tenders with the Governments of France, Italy, Portgual and Spain relating to the provision and servicing of cell therapies products, equipment, apparatus and instruments ("Tenders") because such Tenders have not been delivered to Nexell California in accordance with Section 2.4 of the Asset Transfer Agreement, and the parties nonetheless desire to transfer ▇▇▇▇▇▇'▇ assets on the ROW Asset Transfer Closing Date in accordance with the Asset Transfer Agreement. The parties further acknowledge that Baxter Affiliates and the Nexell European Affiliate have entered into certain business transfer agreements (the "Business Transfer Agreements") reciting the transfer of the ROW Transferred Assets in France, Italy, Portugal and Spain in accordance with the Asset Transfer Agreement. (b) Section 2.1(A)(ii) of the Asset Transfer Agreement is hereby amended and restated in its entirety to read as follows:

Tender Agreements. Promptly following the public announcement of this Agreement, Company shall provide tender agreements (substantially in the form of the Tender Agreements) to up to ten (10) stockholders of the Company designated in writing by Parent and Merger Sub. Each of Parent, Merger Sub and Company shall request that such stockholders execute such tender agreements and make commercially reasonable efforts to effect such execution.

Tender Agreements. In connection with the Merger Agreement, the following persons (each, a “Committed Stockholder”) entered into a separate Tender Agreement, dated as of October 21, 2016, with Parent and the Purchaser: Scale Venture Partners II, LP, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. We refer to these agreements collectively as the “Tender Agreements.” The Committed Stockholders constitute certain directors of Everyday Health, the management team and certain other stockholders. The following summary of certain provisions of the Tender Agreements is qualified in its entirety by reference to the form of Tender Agreement itself, which is incorporated herein by reference. A copy of the form of Tender Agreement is incorporated by reference as an exhibit to the Schedule TO. Each of the Tender Agreements entered into by the Committed Stockholders is in substantially the same form as the form of Tender Agreement. Stockholders and other interested parties should read the form of Tender Agreement in its entirety for a more complete description of the provisions summarized below. Pursuant to the Tender Agreements, the persons listed above have collectively agreed to tender approximately 813,936 Shares, or approximately 2.4% of the Shares outstanding on October 21, 2016, the date of the Tender Agreements. Pursuant to the Tender Agreements, each of the Committed Stockholders agreed to tender in the Offer any Shares he or she holds or acquires after October 21, 2016, free and clear of all liens or other encumbrances, promptly following the commencement of the Offer. Each of the Committed Stockholders has also agreed not to withdraw his or her Shares, or cause his or her Shares to be withdrawn, from the Offer unless and until (i) the Offer is terminated in accordance with the Merger Agreement, (ii) the Offer expires without Purchaser having accepted for payment Shares tendered in the Offer or (iii) the Tender Agreement terminates in accordance with its terms. Each of the Committed Stockholders agreed, while the Tender Agreement is effective, to appear, or otherwise cause any Shares he or she holds to be counted as present for purposes of calculating a quorum, at any meeting of the stockholders of Everyday Health and to vote, or cause to be voted, all Shares he or she holds (i) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or...

Tender Agreements. The following is a summary of the material provisions of the Tender Agreements, the form of which is filed as an exhibit to the Schedule TO. The summary is qualified in its entirety by reference to the Tender Agreements, which are incorporated by reference herein. Concurrently with entering into the Merger Agreement, Intersil and the Purchaser entered into Tender and Voting Agreements (the “Tender Agreements”) with certain directors and principal stockholders of the Company (the “Tendering Stockholders”). Pursuant to the Tender Agreements, the Tendering Stockholders have agreed, among other things, to tender Shares held by them on the date of the Tender Agreement or acquired after that date to the Purchaser in the Offer and to vote such Shares in favor of the Merger. Based on information provided by the Tendering Stockholders, an aggregate of 4,985,176 Shares, representing approximately 20% of the outstanding Shares (calculated in the same manner as the Minimum Condition) as of February 28, 2010, will be tendered by the Tendering Stockholders in the Offer. Pursuant to the Tender Agreements, each Tendering Stockholder has agreed to tender and not to withdraw such Shares into the Offer no later than the fifth business day following commencement of the Offer (or, with respect to any Shares acquired after the date of the Tender Agreements, the later of such fifth business day or the fifth business day after acquisition of the Shares but in any event prior to the Expiration Date). Except as otherwise agreed to in writing by Intersil in advance, each Tendering Stockholder has also agreed that until the

Tender Agreements