Tender and Support Agreements. The following is a summary of the material provisions of the Tender and Support Agreements (as defined below). The following description of the Tender and Support Agreements is only a summary and is qualified in its entirety by reference to the forms of Tender and Support Agreements, copies of which are filed as Exhibit (d)(2) and Exhibit (d)(3) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Tender and Support Agreements, you are encouraged to read the full text of the forms of Tender and Support Agreements. Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into Tender and Support Agreements dated as of July 28, 2016 (the “Tender and Support Agreements”) with Xxxxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxx XxXxxxxx, Xxxxxx Xxxx and NetSuite Restricted Holdings LLC, an entity controlled by Xxxxxxxx X. Xxxxxxx (“NRH”) (each a “Supporting Stockholder”). Excluding Shares underlying NetSuite Compensatory Awards (other than shares of restricted stock and performance shares), as of July 28, 2016, the Supporting Stockholders collectively beneficially owned, in the aggregate, 34,931,479 Shares (or approximately 43.2% of all Shares outstanding as of July 28, 2016). Including Shares which may be issued under NetSuite Compensatory Awards to purchase Shares which are exercisable for or may become vested and settled for Shares within 60 days of July 28, 2016, the Supporting Stockholders collectively beneficially owned, in the aggregate, 35,291,317 Shares as of July 28, 2016 (or approximately 43.4% of the total of all Shares that are outstanding and all additional Shares that are deemed outstanding for purposes of calculating the Supporting Stockholders’ percentage ownership in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act as of July 28, 2016). The Tender and Support Agreements provide that, no later than three Business Days after the commencement of the Offer, each Supporting Stockholder will tender into the Offer, and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) as of the date of the Tender and Support Agreement or that such Supporting Stockholder acquires record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of after such date during the Support Period (as defined below) (collectively, the “Subject Shares”).
Tender and Support Agreements. In connection with the Merger Agreement, certain shareholders entered into separate Tender and Support Agreements, dated as of October 6, 2008, with Lilly, which we refer to as the “Support Agreements.” The following summary of certain provisions of the Support Agreements are qualified in their entirety by reference to the Support Agreements themselves, which are incorporated herein by reference. We have filed copies of the Support Agreements as exhibits to the Schedule TO. Shareholders and other interested parties should read the Support Agreements for a more complete description of the provisions summarized below. Barberry Corp., High River Limited Partnership and Icahn Enterprises Holdings L.P., which are entities affiliated with ImClone’s Chairman, Xxxx X. Xxxxx, (the “Icahn Entities”), are each parties to a Support Agreement and have agreed to tender in the Offer and not withdraw any Shares it holds or acquires after the commencement of the Offer. If the Merger is completed, each of the Icahn Entities has agreed to waive any appraisal rights in connection with the Merger. Each of the Icahn Entities has also agreed to vote all Shares beneficially owned or controlled by it in connection with any meeting of ImClone’s shareholders or any action by written consent in lieu of a meeting of shareholders: • in favor of adopting the Merger Agreement and approval of the Merger; • as directed by Xxxxx with respect to an Acquisition Proposal; • as directed by Lilly with respect to any change in the business, management or board of directors of ImClone; and • as directed by Lilly against any proposal, action or agreement which would impede, frustrate, prevent or nullify any provision of the Support Agreements or the Merger Agreement, result in a breach in any respect of any covenant, representation, warranty or other obligation of ImClone under the Merger Agreement, or result in any of the conditions to the Offer or the Merger not being satisfied. Each of the Icahn Entities granted Lilly an irrevocable proxy covering all of such shareholders’ Shares to vote in accordance with the foregoing. During the term of the Support Agreements, except as otherwise provided therein, none of the Icahn Entities will: • transfer or pledge such Icahn Entities’ Shares or any interest therein, except with Xxxxx’x written consent; • enter into any contract with respect to such transfer; • grant any proxy, power-of-attorney or other authorization or consent in or with respect to such I...
Tender and Support Agreements. The Chief Executive Officer of the Target, the Chief Financial Officer of the Target and each member of the Target Board will have executed and delivered to Parent on the Agreement Effectiveness Date, immediately following the termination of the Varsity Agreement a tender and support agreement substantially in the form of Exhibit C attached hereto.
Tender and Support Agreements. The following is a summary of the material provisions of the Tender and Support Agreements that Parent and Purchaser entered into with each of the Supporting Stockholders concurrently with entering into the Merger Agreement. The following description of the Tender and Support Agreements is only a summary and is qualified in its entirety by reference to the form of Tender and Support Agreement, a copy of which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Tender and Support Agreements, you are encouraged to read the full text of the form of Tender and Support Agreement.
Tender and Support Agreements. 11.1 As at the Offer Announcement Date, each of the following Grindrod Shareholders has executed a tender and support agreement with TMI and the Offeror (collectively the “Tender and Support Agreements”), under which each of them has agreed to accept the Offer:
Tender and Support Agreements. Concurrently with the execution of the Merger Agreement, Comtech, Xxxxxxxxx, TCS and each of Xxxxxxx X. Xxxx, the Chairman, Chief Executive Officer and President of TCS, and Xxx X. Xxxxxx, a director of TCS, in their capacity as record or beneficial owners of TABLE OF CONTENTS Shares, as applicable, entered into Tender and Support Agreements (together, the “Tender and Support Agreements”). The outstanding Shares subject to the Tender and Support Agreements represented, as of December 3, 2015, approximately 12.8% of the total outstanding Shares. Pursuant to the Tender and Support Agreements, each of the individuals agreed, among other things, subject to the termination of their respective Tender and Support Agreement, to (i) tender in the Offer all Shares held of record or beneficially owned or thereafter acquired by them, as applicable in accordance with the terms of their Tender and Support Agreements, (ii) vote such Shares against any Acquisition Proposal or any other proposal made in opposition to the adoption of the Merger Agreement and against any agreement, amendment of the organizational documents of TCS or other action or transaction, in each case, that is intended to, or that could reasonably be expected to prevent or impede, interfere with or materially delay the consummation of the Offer or Merger, (iii) appoint Comtech as their proxy to vote such Shares accordingly, (iv) subject to certain exceptions, not otherwise transfer any of their Shares, (v) waive and not exercise or assert any dissenters, appraisal or similar rights in connection with the Merger, and (vi) not take certain other actions inconsistent with their obligations under the applicable Tender and Support Agreement. The Tender and Support Agreements will terminate upon the earliest to occur of (a) the Effective Time, (b) termination of the Merger Agreement in accordance with its terms, (c) the date on which the TCS Board makes a TCS Adverse Recommendation Change by majority vote, without counting the vote of the stockholder that is party to the applicable Tender and Support Agreement, (d) the mutual written consent of all the parties to the applicable Tender and Support Agreement and (e) the date that is 18 months following the date of the Tender and Support Agreements. This summary of the Tender and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Tender and Support Agreements, which are filed as Exhibits...
Tender and Support Agreements. The following is a summary of the material provisions of the Tender and Support Agreements (as defined below). The following description of the Tender and Support Agreements is only a summary and is qualified in Table of Contents its entirety by reference to the form of Tender and Support Agreements, a copy of which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Tender and Support Agreements, you are encouraged to read the full text of the form of Tender and Support Agreements. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into Tender and Support Agreements dated as of January 17, 2017 (the “Tender and Support Agreements”) with each of Novo A/S (“Novo”), Xxxxxx Life Science Ventures, PV III CEO Fund, LP (“PV III”), Xxxxxx Capital, LLC (“Xxxxxx Capital”) and TVM Life Science Ventures (each a “Supporting Stockholder”). As of January 17, 2017, Novo beneficially owned 3,156,563 Shares (or approximately 16.4% of all Shares outstanding as of January 12, 2017), Xxxxxx Life Science Ventures beneficially owned 1,888,609 Shares (or approximately 9.8% of all Shares outstanding as of January 12, 2017), PV III owned 98,757 Shares (or approximately 0.5% of all Shares outstanding as of January 12, 2017), Xxxxxx Capital owned 5,528 Shares (or approximately 0.03% of all Shares outstanding as of January 12, 2017) and TVM Life Science Ventures owned 1,545,386 Shares (or approximately 8.0% of all Shares outstanding as of January 12, 2017). As of January 17, 2017, the Supporting Stockholders collectively beneficially owned, in the aggregate, 6,694,843 Shares (or approximately 34.7% of all Shares outstanding as of January 12, 2017). Xxxxx expressly disclaims beneficial ownership of all Shares covered by the Tender and Support Agreements. The Tender and Support Agreements provide that, no later than ten business days after the commencement of the Offer, each Supporting Stockholder will tender into the Offer, and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) as of the date of the Tender and Support Agreement or that such Supporting Stockholder acquires record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of after such date during the Support Period (as defined below) (collectively, the “Subject Shares”). The Tender and...
Tender and Support Agreements
