TENDER OF COMMON STOCK Sample Clauses

TENDER OF COMMON STOCK. Stockholder agrees, in exchange for the consideration described in the Merger Agreement, to tender the shares of Company Common Stock beneficially owned as of the date hereof and set forth on Schedule I hereto to the Purchaser in the Offer promptly following the commencement of the Offer, and in any event not later than five (5) Business Days following the commencement of the Offer. Stockholder further agrees, in exchange for the consideration described in the Merger Agreement, to tender the shares of Company Common Stock acquired by Stockholder after the date hereof promptly following such acquisition. Stockholder shall not withdraw any such shares of Company Common Stock so tendered unless the Offer is terminated or this Agreement shall have been terminated in accordance with its terms. Notwithstanding the foregoing, Stockholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Stock Options held by such Stockholder or tender any shares of Company Common Stock granted to such Stockholder under an employee benefit plan of the Company which are unvested and subject to any risk of forfeiture (“Non-Tender Securities”).
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TENDER OF COMMON STOCK. (a) Each Security Holder hereby irrevocably instructs the Company to tender, on its behalf, the Common Stock beneficially owned by such holder into the Offer immediately upon the conversions contemplated in Article I and not to withdraw, or cause to be withdrawn, from the Offer such Common Stock at any time, except in accordance with the Merger Agreement. Each Security Holder shall not tender (or agree to tender) the Common Stock or any Convertible Instrument into any exchange or tender offer commenced by a third party other than Parent or Merger Sub in accordance with the Merger Agreement. (b) Subject to each Security Holder’s written consent to the content of the disclosure, which consent shall not be unreasonably withheld, each Security Holder hereby severally agrees to permit the Company and the Buyer Parties to publish and disclose in the Offer Documents (and any other press release or announcement that may be issued in accordance with the terms of the Merger Agreement) and, if approval of the stockholders of the Company is sought or given under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC), such Security Holder’s identity and intent with respect to the Convertible Instruments and the Common Stock and the nature of such Security Holder’s commitments, arrangements, and understandings under this Agreement. (c) Each Security Holder hereby irrevocably constitutes and appoints the Company as its true and lawful agent and attorney-in-fact with the full power and authority to act on behalf of the Security Holder with respect to the matters set forth in Sections 2(c)(i) and 2(c)(ii) hereof. In furtherance thereof, each Security Holder shall, on the date hereof, deliver to the Company all certificates and notes, as applicable, in proper deliverable form (in accordance with Section 5(c) of the Series A Certificate, or 5(c) of the Series B Certificate, as applicable), representing all of such Security Holder’s Convertible Instruments (the “Certificates”). The Certificates representing the Convertible Instruments are to be held by the Company as custodian for the account of the undersigned and are to be converted, exercised, tendered and voted by the Company in accordance with this Agreement. Each Security Holder agrees to deliver to the Company such additional documentation as the Company or its counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof, to be in form and ...
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TENDER OF COMMON STOCK. Such Seller agrees to tender all shares of Common Stock now owned or hereafter acquired by such Seller in the Offer.
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TENDER OF COMMON STOCK. The Shareholders shall have tendered all of the Common Stock, in the manner contemplated by Section 4.1.
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TENDER OF COMMON STOCK. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company of shares of Common Stock to the extent such tender of Common Stock would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company's stock. The Option may not be exercised by tender to the Company of shares of Common Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.
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Related to TENDER OF COMMON STOCK

  • Listing of Common Stock The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

  • Reservation of Common Stock As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • PRICING OF COMMON STOCK For purposes of this Agreement, the bid price of the Common Stock shall be as reported on Bloomberg.

  • Listing of Common Shares As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.

  • Delivery of Common Stock Subject to the terms of the Plan and Section 6 below, if the Performance RSUs awarded by this Agreement become vested, the Company shall promptly distribute to Employee the number of shares of Common Stock equal to the number of the Performance RSUs that so vested; provided that to the extent required by Code Section 409A, delivery of shares of Common Stock upon a Participant’s “separation from service” within the meaning of Code Section 409A shall be deferred until the six month anniversary of such separation from service. In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company and provide therein customary representations and warranties related to the receipt of such shares of Common Stock.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Reservation of Common Shares As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

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