Common use of Tender of Shares Clause in Contracts

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the Shareholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and any shares of Common Stock acquired by the Shareholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Shares, the "Shares"). The Shareholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholder, is subject to the terms and conditions of the Offer. (b) The Shareholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares and the nature of its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the The Shareholder hereby agrees to will validly tender (or cause the record owner of such shares Shares to validly tender), ) into the Offer (and not to withdraw) and sell, pursuant to and in accordance with the terms of the OfferOffer and the Offer Documents, the Shares not later than the fifteenth business day tenth Business Day after commencement of the Offer, or with respect to any Shares acquired after such date, prior to the expiration of the Offer. In furtherance and without limiting the generality of the foregoing, no later than the tenth Business Day after the commencement of the Offer, the Shareholder shall (i) deliver or cause to be delivered to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to his or her Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (B) any certificates representing his or her Shares or an “agent’s message” (or such other evidence, if any, of transfer the depositary may reasonably request) in the case of book-entry transfer of any Shares and (C) any and all other documents or instruments required to be delivered pursuant to Section 1.1 the terms of the Offer or the Offer Documents, (ii) instruct and cause any other Person who is the holder of record of any Shares beneficially owned by the Shareholder (including the Shareholder’s broker) to validly tender into the Offer (and not withdraw) and sell such Shares pursuant to and in accordance with the terms and conditions of the Offer and the Offer Documents and (iii) take any and all other actions reasonably necessary to accomplish the foregoing. Merger Sub shall pay the Shareholder for any Shares validly tendered into the Offer (and not withdrawn) on the Expiration Date pursuant to the Offer in accordance with the provisions of the Merger Agreement and Rule 14d-2 under Agreement. Upon the Exchange Act, purchase of all the number of shares of Common Stock set forth opposite the Shareholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned Shares by the Shareholder, and any shares of Common Stock acquired by the Shareholder in any capacity after the date hereof and prior Merger Sub pursuant to the termination Offer in accordance with this Section 3.01, this Agreement will automatically terminate without any notice or other action required by any of the parties hereto, in accordance with Section 4.01 hereof. In the event that, notwithstanding the provisions of the first sentence of this Agreement by means Section 3.01, any Shares are for any reason not purchased pursuant to the Offer, such Shares will remain subject to the terms of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Shares, the "Shares")this Agreement. The Shareholder hereby acknowledges and agrees that Parent's and the Purchaser's Merger Sub’s obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholder, Offer is subject to all the terms and conditions of the Offer. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Shareholder to exercise any Company Stock Option to purchase shares of Company Common Stock. (b) The Shareholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares and the nature of its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) 2.1 In order to induce Parent and the Purchaser Merger Sub to enter into the Merger Agreement, the Shareholder Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and any shares of Company Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of Stock Options, subject to Section 2.11 of the Merger Agreement, or Warrants, subject to Section 2.12 of the Merger Agreement, or by means of purchase, dividend, distribution or in any other way otherwise (such shares of Common Stock, together with the Existing Shares, being referred to hereinafter collectively as the "Shares"), all of which are and will be Beneficially Owned by such Stockholder. The Shareholder Stockholder hereby acknowledges and agrees that Parent's the obligation of Parent and the Purchaser's obligation Merger Sub to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer. (b) 2.2 The Shareholder transfer by the Stockholder of the Shares to Merger Sub in the Offer shall pass to, and unconditionally vest in, Merger Sub good and valid title to the Shares, free and clear of all Liens. 2.3 The Stockholder hereby permits Parent and the Purchaser Merger Sub to publish and disclose in the Offer Documents and, if approval or advisement of the Company's shareholders stockholders is required under applicable law, the Proxy Statement or Information Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares Company Common Stock and the nature of its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth tenth business day after commencement of the Offer pursuant to Section 1.1 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the ShareholderStockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, Securities," and together with any shares of Common Stock acquired by the Shareholder Stockholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution distribution, exercise of options or other rights to acquire Common Stock or in any other way (such shares of Common Stock, together with the Existing Sharesway, the "SharesSecurities"), all of which are Beneficially Owned by the Stockholder. The Shareholder Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares Securities in the Offer, including the Shares Securities Beneficially Owned by the ShareholderStockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares Securities and the nature of its commitments, arrangements and understandings under this Agreement; provided that the Stockholder shall have a right to review and comment on such disclosure a reasonable time before it is publicly disclosed.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of Company Options or by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesotherwise, the "Shares"), all of which are Beneficially Owned by such Stockholder. The Shareholder Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder transfer by the Stockholder of the Shares to Purchaser in the Offer shall pass to and uncon- ditionally vest in the Purchaser good and valid title to the Shares, free and clear of all Encumbrances. (c) The Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its his identity and ownership of the Shares Company Common Stock and the nature of its his commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of Company Options or by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesotherwise, the "Shares"), all of which are Beneficially Owned by such Stockholder. The Shareholder Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder transfer by the Stockholder of the Shares to Purchaser in the Offer shall pass to and uncon- ditionally vest in the Purchaser good and valid title to the Shares, free and clear of all Encumbrances. (c) The Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares Company Common Stock and the nature of its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Each Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, ) pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after commencement of Offer (provided that the Offer pursuant to Section 1.1 of is not amended in a manner prohibited by the Merger Agreement and Rule 14d-2 under Agreement), in a timely manner for acceptance by Sub in the Exchange ActOffer, the number of shares of Company Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto and the Rights (as defined in the Rights Agreement) associated with such shares (the "Existing Shares")" and, all of which are Beneficially Owned by the Shareholder, and together with any shares of Company Common Stock acquired by the Shareholder in any capacity such Stockholder after the date hereof and prior to the termination of this Agreement (and any Rights associated therewith) whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise and acquired by such Stockholder solely in any other way (such shares of Common Stock, together with the Existing Sharesits capacity as a stockholder, the "Shares"), owned by such Stockholder. The Shareholder Each Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares Company Common Stock in the Offer, including the Shares Beneficially Owned by the ShareholderShares, is subject to the terms and conditions of the Offer. Each Stockholder shall be entitled to receive the highest price paid by Sub pursuant to the Offer. (b) The Shareholder Each Stockholder hereby permits agrees to permit Parent and the Purchaser Sub to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares Company Common Stock and the nature of its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Each Shareholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, ) pursuant to and in accordance with the terms of the Offer (provided that the Offer is not amended in a manner prohibited by the Merger Agreement), in a timely manner for acceptance by Purchaser in the Offer, not later than the fifteenth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of all shares of Common Stock set forth opposite and the Shareholder's name on Schedule I hereto associated Rights (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and any shares of Common Stock acquired by the Shareholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharescollectively, the "Shares") owned by such Shareholder as of the date hereof and any Shares hereafter acquired (all securities owned as of the date hereof and all securities hereinafter acquired, the "Securities"). The Each Shareholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the ShareholderSecurities, is subject to the terms and conditions of the Offer. (b) The Each Shareholder hereby permits Parent and agrees to permit the Purchaser to publish and disclose in the Offer Documents (and any other press release or announcement which may be issued in accordance with the terms of the Merger Agreement) and, if approval of the Company's shareholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its his identity and ownership of intent in the Shares Securities and the nature of its his commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the such Shareholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesotherwise, the "Shares"), all of which are Beneficially Owned by the Shareholder. The Shareholder hereby acknowledges and agrees that Parent's and Parexx'x xnd the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the such Shareholder, is subject to the terms and conditions of the Offer. (b) The transfer by the Shareholder of the Shares to the Purchaser in the Offer shall pass to and unconditionally vest in the Purchaser good and valid title to the Shares, free and clear of all claims, liens, restrictions, security interests, pledges, limitations and encumbrances whatsoever. (c) The Shareholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares Company Common Stock and the nature of its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent Buyer and the Purchaser MergerCo. to enter into the Merger Agreement, the Shareholder Stockholders hereby agrees agree to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the ShareholderStockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholdersuch Stockholder, and any shares of Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Shares, the "Shares"). The Shareholder Stockholders hereby acknowledges acknowledge and agrees agree that Parent's and the PurchaserMergerCo.'s obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the ShareholderStockholders, is subject to the terms and conditions of the Offer. (b) The Shareholder Stockholders hereby permits Parent permit Buyer and the Purchaser MergerCo. to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its ), their identity and ownership of the Shares Shares, and the nature of its their commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder The Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, ) pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the ShareholderStockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Company Common Stock acquired by the Shareholder in any capacity Stockholder after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesotherwise, the "Shares"), Beneficially Owned by him or it. The Shareholder Stockholder shall satisfy its obligations hereunder to the extent that it tenders or causes to be tendered Shares which it Beneficially Owns and over which it has the legal and unconditional right to dispose of. The Stockholder hereby acknowledges and agrees that Parent's and the PurchaserSub's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the ShareholderStockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder Stockholder hereby permits agrees to permit Parent and the Purchaser Sub to publish and disclose in the Offer Documents and, if approval of the Company's shareholders Company Stockholder Approval is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) his or its identity and ownership of the Shares Company Common Stock and the nature of his or its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of Company Options or by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesotherwise, the "Shares"), all of which are Beneficially Owned by such Stockholder. The Shareholder Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder transfer by the Stockholder of the Shares to Purchaser in the Offer shall pass to and unconditionally vest in the Purchaser good and valid title to the Shares, free and clear of all Liens. (c) The Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its his identity and ownership of the Shares Company Common Stock and the nature of its his commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the ShareholderStockholder's name on Schedule I hereto (the "Existing SharesSecurities"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder Stockholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution distribution, exercise of options or other rights to acquire Common Stock or in any other way (such shares of Common Stock, together with the Existing Shares2 way, the "SharesSecurities"), all of which are Beneficially Owned by the Stockholder. The Shareholder Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares Securities in the Offer, including the Shares Securities Beneficially Owned by the ShareholderStockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares Securities and the nature of its commitments, arrangements and understandings under this Agreement; provided that the Stockholder shall have a right to review and comment on such disclosure a reasonable time before it is publicly disclosed. 3.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the ShareholderStockholder's name on Schedule I hereto (the "Existing SharesSecurities"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder Stockholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution distribution, exercise of options or other rights to acquire Common Stock or in any other way (such shares of Common Stock, together with the Existing Sharesway, the "SharesSecurities"), all of which are Beneficially Owned by the Stockholder. The Shareholder Stockholder hereby 2 acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares Securities in the Offer, including the Shares Securities Beneficially Owned by the ShareholderStockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares Securities and the nature of its commitments, arrangements and understandings under this Agreement; provided that the Stockholder shall have a right to review and comment on such disclosure a reasonable time before it is publicly disclosed. 3.

Tender of Shares. (a) In order to induce Parent and the Purchaser Merger Sub to enter into the Merger Agreement, each of the Shareholder Stockholders hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth tenth business day after commencement of the Offer pursuant to Section 1.1 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing Shares"), all " of which are Beneficially Owned by the Shareholdersuch Stockholder, and together with any shares of Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesway, the "Shares"" of such Stockholder), all of which are Beneficially Owned by such Stockholder. The Shareholder Each of the Stockholders hereby acknowledges and agrees that Parent's and the PurchaserMerger Sub's obligation to accept for payment and pay for the such Stockholder's Shares in the Offer, including the Shares Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the OfferOffer and the Merger Agreement. (b) The Shareholder Each of the Stockholders hereby permits Parent and the Purchaser Merger Sub to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy S-4 Registration Statement (including the Prospectus/Proxy Statement constituting a part thereof and all documents and schedules filed with the SEC) his or its identity and ownership of the Shares Common Stock and the nature of his or its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder each Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing SharesSecurities"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution distribution, exercise of options, warrants or other rights to acquire Common Stock or in any other way (such shares of Common Stock, together with the Existing Sharesway, the "SharesSecurities"), all of which are Beneficially Owned by such Stockholder. The Shareholder Each Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares Securities in the Offer, including the Shares Securities Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder Each Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares Securities and the nature of its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Stockholders hereby agrees agree to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after commencement of the Offer pursuant to Section 1.1 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of all shares of Common Stock Beneficially Owned by the Stockholders, being as set forth opposite the Shareholder's name on Schedule I hereto (the "Existing SharesSecurities"), all of which are Beneficially Owned by the Shareholder, and ) together with any other shares of Common Stock acquired by any of the Shareholder Stockholders in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution distribution, exercise of options, warrants or other rights to acquire Common Stock or in any other way (such shares of Common Stock, together with the Existing SharesSecurities, the "SharesSecurities"). The Shareholder Stockholders hereby acknowledges acknowledge and agrees agree that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares Securities in the Offer, including the Shares Securities Beneficially Owned by the ShareholderStockholders, is subject to the terms and conditions of the Offer. (b) The Shareholder Stockholders hereby permits permit Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its their identity and ownership of the Shares Securities and the nature of its their commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, each of the Shareholder Shareholders hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after commencement of the Offer offer pursuant to Section 1.1 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the each Shareholder's name on Schedule I hereto (the "Existing SharesEXISTING SHARES"), all of which are Beneficially Owned owned by the such Shareholder, and any shares of Common Stock acquired by the such Shareholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, exercise of any option, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Shares, the "SharesSHARES"). The Shareholder Each of the Shareholders hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offeroffer, including the Shares Beneficially Owned by the such Shareholder, is subject to the terms and conditions of the Offer. (b) The Shareholder Shareholders hereby permits permit Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares and the nature of its commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, each of the Shareholder Shareholders hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the such Shareholder's name under the caption "Tender Shares" on Schedule I hereto (the "Existing Shares")hereto, all of which are Beneficially Owned by the such Shareholder, and any shares of Common Stock acquired by the Shareholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Shares, the "Shares"). The Each Shareholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the such Shareholder, is subject to the terms and conditions of the Offer. The total number of shares of Company Common Stock set forth opposite such Shareholder's name on Schedule I under the caption "Total Shares", and together with any shares acquired by such Shareholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, divi- dend, distribution, gift or otherwise, are referred to herein as the "Shares". (b) The Shareholder transfer by the Shareholders of the Shares to Purchaser in the Offer shall pass to and unconditionally vest in the Purchaser good and valid title to the Tender Shares, free and clear of all Encumbrances. (c) The Shareholders hereby permits permit Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its their identity and ownership of the Shares Company Common Stock and the nature of its their commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder Each Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, ) pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 2.1 of the Merger Agreement Fourth Amendment and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Company Common Stock acquired by the Shareholder in any capacity such Stockholder after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesotherwise, the "Shares"), Beneficially Owned by such Stockholder. The Shareholder Each Stockholder hereby acknowledges and agrees that the Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder transfer by each Stockholder of his or her Shares to Sub in the Offer shall pass to and unconditionally vest in Sub good and valid title to the number of Shares set forth opposite such Stockholder's name on Schedule I hereto, free and clear of all claims, liens, restrictions, security interests, pledges, limitations and encumbrances whatsoever. (c) Each Stockholder hereby permits agrees to permit Parent and the Purchaser Sub to publish and disclose in the Offer Documents (as defined in Section 2.2 of the Fourth Amendment), and, if Company Stockholder approval of the Company's shareholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its his or her identity and ownership of the Shares Company Common Stock and the nature of its his or her commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Shareholder each Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth fifth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of Company Options or by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesotherwise, the "Shares"), all of which are Beneficially Owned by such Stockholder. The Shareholder Each Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer. (b) The Shareholder transfer by each Stockholder of the Shares to Purchaser in the Offer shall pass to and unconditionally vest in the Purchaser good and valid title to the Shares, free and clear of all Liens. (c) Each Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its his identity and ownership of the Shares Company Common Stock and the nature of its his commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, each of the Shareholder Stockholders hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth seventh business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Company Common Stock set forth opposite the Shareholdersuch Stockholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and together with any shares of Common Stock acquired by the Shareholder such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of Options or by means of purchase, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Sharesotherwise, the "Shares"), all of which are Beneficially Owned by such Stockholder. The Shareholder Each Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offer, including the Shares Beneficially Owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer. (b) Upon acceptance and payment therefor by Purchaser, the transfer by the Stockholders of the Shares to Purchaser in the Offer shall pass to and unconditionally vest in the Purchaser good and valid title to the Shares, free and clear of all Encumbrances. (c) The Shareholder Stockholders hereby permits permit Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its ), their identity and ownership of the Shares and the nature of its their commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, each of the Shareholder Shareholders hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after commencement of the Offer offer pursuant to Section 1.1 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the each Shareholder's name on Schedule I hereto (the "Existing Shares"), all of which are Beneficially Owned owned by the such Shareholder, and any shares of Common Stock acquired by the such Shareholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, exercise of any option, dividend, distribution or in any other way (such shares of Common Stock, together with the Existing Shares, the "Shares"). The Shareholder Each of the Shareholders hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment and pay for the Shares in the Offeroffer, including the Shares Beneficially Owned by the such Shareholder, is subject to the terms and conditions of the Offer. (b) The Shareholder Shareholders hereby permits permit Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Shares and the nature of its commitments, arrangements and understandings under this Agreement.