Tender of Company Shares. The Optionee may tender to the Company Qualified Shares of the Company’s Common Stock having a Fair Market Value not less than the exercise price plus the amount of any required tax withholding. For purposes of this Agreement, “Qualified Shares” means shares of the Company’s Common Stock which have either (i) been owned by the Optionee for more than six months or (ii) were not acquired, directly or indirectly, from the Company. For purposes of this Agreement, “Fair Market Value” is defined as the closing market price on the last trading day immediately preceding the date that written notice of exercise is delivered to the Company. Notwithstanding the foregoing, the Option may not be exercised by tender of Company shares if such tender would constitute a violation of the provisions of any law or regulation, or would conflict with any agreement or policy regarding the redemption of the Company’s Common Stock.
Tender of Company Shares. Each Stockholder agrees: (i) to promptly (and, in any event, not later than ten (10) Business Days after commencement of the Offer) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms and procedures of the Offer, the Offer Documents and Rule 14d-2 under the Exchange Act, all of the Company Shares Beneficially Owned by such Stockholder as of the commencement of the Support Period (free and clear of any Encumbrances, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent such Stockholder from tendering their Company Shares in accordance with this Agreement or otherwise complying with such Stockholder’s obligations under this Agreement); and (ii) if such Stockholder acquires Beneficial Ownership of any additional Company Shares during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after the acquisition of Beneficial Ownership of such additional Company Shares) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer, all of such additional Company Shares (free and clear of any Encumbrances, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent such Stockholder from tendering their Company Shares in accordance with this Agreement or otherwise complying with such Stockholder’s obligations under this Agreement).
Tender of Company Shares. The Shareholders shall deliver to ORRV all Company Shares and all options, warrants or other rights to acquire Company Shares owned by such Shareholders free and clear of any liens, encumbrances and other obligations.
Tender of Company Shares. The Shareholders shall deliver to OCIS all Company Shares and all options, warrants or other rights to acquire Company Shares owned by such Shareholders free and clear of any liens, encumbrances and other obligations.
Tender of Company Shares. The Shareholders shall deliver to AirWare International all Company Shares free and clear of any liens, encumbrances and other obligations.
Tender of Company Shares. The Shareholders shall deliver to GLER all Company Shares and all options, warrants or other rights to acquire Company Shares owned by such Shareholders free and clear of any liens, encumbrances and other obligations.
Tender of Company Shares. The Shareholders shall deliver to GT Biopharma all Company Shares free and clear of any Encumbrance, by surrendering and delivering the Certificates to GT Biopharma duly endorsed in blank.
Tender of Company Shares. At the Closing, (i) each Group A ------------------------ Shareholder shall, pursuant to the terms of this Agreement, sell to Acquisition Sub all of the Common Shares (including all Common Shares issuable upon conversion of Preferred Shares) held by such Company Shareholder, and (ii) each Group B Shareholder shall, pursuant to the terms of this Agreement sell to Exchangeco all of the Common Shares held by such Company Shareholder.
Tender of Company Shares. Shares representing not less than 98% ------------------------ of the total Common Shares outstanding as of the Effective Time (including Shares issuable upon conversion or exercise or exercise of Options (vested or unvested)) shall have been tendered for exchange pursuant to the Share Exchange.
Tender of Company Shares. Each of the Selling Shareholders shall deliver to IFC all Company Shares, options, warrants or other rights to acquire Company Shares owned by such Selling Shareholder free and clear of any liens, encumbrances and other obligations.
