Tender and Support Agreements Sample Clauses

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...
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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 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. Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into Tender and Support Agreements dated as of June 22, 2014 (the “Tender and Support Agreements”) with Xxxxx X. Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx X. Xxxx, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxx, X. Xxxx Xxxxx, X. X. Xxxxxxxxxxxx, X. Xxxxxxx Xxxxxxxxx, Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx (each a “Supporting Stockholder”). Excluding Shares underlying options, as of June 25, 2014, the Supporting Stockholders collectively beneficially owned, in the aggregate, 313,093 Shares (or approximately 0.4% of all Shares outstanding as of June 25, 2014). Including Shares which may be issued under options which are exercisable for or may become vested and settled for Shares within 60 days of June 25, 2014, the Supporting Stockholders collectively beneficially owned, in the aggregate, 2,868,213 Shares as of June 25, 2014 (or approximately 3.8% 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 June 25, 2014).
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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.
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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 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. Concurrently with entering into the Merger Agreement, Parent entered into a (i) Tender and Support Agreement (as it may be amended from time to time, the “Baupost Tender and Support Agreement”), dated as of August 2, 2021, with The Baupost Group, LLC (“Baupost”) and (ii) Tender and Support Agreement (as it may be amended from time to time, the “Xxxxxx Xxxxxx and Support Agreement”), dated as of August 2, 2021, with Xxxxxx X. Xxxxxx, Xx., the Xxxxxx X. Xxxxxx, Xx. Trust – 2007 and Xxxxxx Xxxxxx 2014 Irrevocable Family Trust (collectively, “Xxxxxx” and, together with the Baupost, the “Supporting Stockholders”). Collectively, as of August 2, 2021, the Supporting Stockholders owned 18,998,292 outstanding Shares (or approximately 25.1% of all Shares outstanding. Parent and the Purchaser expressly disclaim beneficial ownership of all Shares covered by the Tender and Support Agreements. The Tender and Support Agreements provide that, no later than eight (8) business days after the commencement of the Offer, the Supporting Stockholders will tender into the Offer, and not withdraw, all outstanding Shares the Supporting Stockholders own of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) as of the date of the Tender and Support Agreements or that the Supporting Stockholders acquire 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”). During the period from August 2, 2021 until the termination of the Tender and Support Agreements (the “Support Period”), the Supporting Stockholders have agreed, in connection with any meeting of stockholders of Prevail, or any action by written consent, to (i) appear at such meeting or otherwise cause all Subject Shares to be counted as present at the meeting for purposes of determining a quorum and (ii) be present (in person or in proxy) and vote or cause to be voted, or deliver or cause to be delivered a written consent with respect to all of the Subject Shares, (A) in favor of the ado...
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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.
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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...
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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...
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Tender and Support Agreements. 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:
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Tender and Support Agreements 
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Related to Tender and Support Agreements

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Support Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform, all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of April 6, 2022, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Xxxxxx seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Lockup Agreements (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriters.

  • Lockup Agreement Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of the Company issued or issuable in respect of any of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with the first registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"), with such period not to exceed 180 days following the effective date of the registration statement of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stock.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Subscription Agreements The Company shall have entered into the Subscription Agreements with each of the Investors, and such agreements shall be in full force and effect on the Closing Date.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

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