Common use of Tender of Shares Clause in Contracts

Tender of Shares. (a) In order to induce Parent and Sub to enter into the Merger Agreement, the Stockholder hereby agrees to validly tender the Securities (or cause the record owner of such Securities to validly tender such Securities), and not to withdraw such Securities (except following termination of this Agreement pursuant to Section 7 hereof), pursuant to and in accordance with the terms of the Offer, as soon as practicable after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act (but in the case of Securities acquired after the date hereof, in no event later than two business days after such acquisition). The Stockholder hereby acknowledges and agrees that Parent's and Sub's obligation to accept for payment and pay for the Securities in the Offer, including the Securities Beneficially Owned by the Stockholder, is subject to the terms and conditions of the Offer.