Common use of Tender of Shares Clause in Contracts

Tender of Shares. Stockholder agrees: (i) to promptly (and, in any event, not later than five (5) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding Company Shares Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, 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 Stockholder from tendering Stockholder’s Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding Company Shares during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding 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 Liens or restrictions, 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 Stockholder from tendering Stockholder’s Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwise, and nothing herein shall prohibit Stockholder from exercising any Company Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. Stockholder agrees: (i) to promptly (and, in any event, not later than five three (53) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Shares Common Stock Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder or as created by this Agreement that would not in any event prevent Stockholder from tendering Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Shares Common Stock during the Support Period, to promptly (and, in any event, not later than three two (32) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding shares of Company SharesCommon Stock) 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 shares of Company Shares Common Stock (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder or as created by this Agreement that would not in any event prevent Stockholder from tendering Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Stock Option or other equity award or require Stockholder to purchase any shares of Company Shares pursuant to any Company Warrant or otherwiseCommon Stock, and nothing herein shall prohibit Stockholder from exercising any Company Stock Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. Stockholder agrees: (i) to promptly (and, in any event, not later than five (5) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding Company Shares Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, 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 Stockholder from tendering Stockholder’s Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding Company Shares during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding 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 Liens or restrictions, 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 Stockholder from tendering Stockholder’s Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, (a) the Stockholder shall not have any obligation under this Section 1.01 to tender into the Offer if the tender would give rise to liability (including disgorgement) under Section 16(b) of the Exchange Act, and (b) nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwise, and nothing herein shall prohibit Stockholder from exercising any Company Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. Subject to the terms of this Agreement, and unless this Agreement has been terminated pursuant to Section 6.3 herein, Stockholder agrees: (i) to promptly (and, in any event, not later than five (5) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding Company Shares Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under this Agreement, the Voting Agreement or the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering Stockholder’s Company the Shares Beneficially Owned by Stockholder in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding Company Shares during the Support PeriodPeriod (including, for the avoidance of doubt, through the exercise of any Company Option or other equity award), to promptly (and, in any event, not later than the earlier of three (3) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding Company SharesShares and the Business Day prior to the Expiration Date) 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 Liens or restrictions, except for any applicable restrictions on transfer under this Agreement, the Voting Agreement or the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering Stockholder’s Company the Shares Beneficially Owned by Stockholder in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwiseShares, and nothing herein shall prohibit Stockholder from exercising any Company Option or Company Warrants held by such Stockholder as of the date of this Agreement; provided, however, that Stockholder agrees not to exercise any Company Option during the five Business Days preceding an Expiration Date.

Tender of Shares. The Stockholder agrees: (i) to promptly (and, in any event, not later than five ten (510) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Shares C-1 Preferred Stock Beneficially Owned by the Stockholder (free and clear of any Liens or restrictions, 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 the Stockholder from tendering the Stockholder’s shares of Company Shares C-1 Preferred Stock in accordance with this Agreement or otherwise complying with the Stockholder’s obligations under this Agreement), and Liens arising under the shareholder agreements listed on Schedule A attached hereto and incorporated herein by reference; and (ii) if the Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Shares C-1 Preferred Stock during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires the acquisition of Beneficial Ownership of such additional outstanding shares of Company SharesC-1 Preferred Stock) 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 shares of Company Shares C-1 Preferred Stock (free and clear of any Liens or restrictions, 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 the Stockholder from tendering Stockholder’s its shares of Company Shares C-1 Preferred Stock in accordance with this Agreement or otherwise complying with the Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwise, and nothing Liens arising under the shareholder agreements listed on Schedule A attached hereto and incorporated herein shall prohibit Stockholder from exercising any by reference, provided in each case that the price per share to be paid for such shares of Company Option C-1 Preferred Stock in the Offer is equal to or Company Warrants held by such Stockholder as of greater than the date of this AgreementSeries C-1 Offer Price.

Tender of Shares. Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, Stockholder agrees: (i) to promptly (and, in any event, not later than five ten (510) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Shares Common Stock Beneficially Owned by Stockholder that Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer (free and clear of any Liens or restrictions, restrictions except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder or as created by this Agreement that would not in any event prevent Stockholder from tendering Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Shares Common Stock during the Support Period, to promptly (and, in any event, not later than three two (32) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding shares of Company SharesCommon Stock) 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 shares of Company Shares Common Stock (free and clear of any Liens or restrictions, restrictions except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder or as created by this Agreement that would not in any event prevent Stockholder from tendering Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Stock Option or other equity award or require Stockholder to purchase any shares of Company Shares pursuant to any Company Warrant or otherwiseCommon Stock, and nothing herein shall prohibit Stockholder from exercising any Company Stock Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. The Stockholder agrees: (i) to promptly (and, in any event, not later than five ten (510) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Shares Common Stock Beneficially Owned by the Stockholder (free and clear of any Liens or restrictions, 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 the Stockholder from tendering the Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with the Stockholder’s obligations under this Agreement); and (ii) if the Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Shares Common Stock during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires the acquisition of Beneficial Ownership of such additional outstanding shares of Company SharesCommon Stock) 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 shares of Company Shares Common Stock (free and clear of any Liens or restrictions, 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 the Stockholder from tendering Stockholder’s its shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with the Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwise, and nothing herein shall prohibit Stockholder from exercising any Company Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. Stockholder agreesThe Stockholders agree: (i) to promptly (and, in any event, not later than five seven (57) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding Company Shares Beneficially Owned by Stockholder the Stockholders (free and clear of any Liens or restrictions, 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 Stockholder the Stockholders from tendering Stockholder’s their Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s the Stockholders’ obligations under this Agreement); and (ii) if Stockholder acquires the Stockholders acquire Beneficial Ownership of any additional outstanding Company Shares during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires the acquisition of Beneficial Ownership of such additional outstanding 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 Liens or restrictions, 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 Stockholder the Stockholders from tendering Stockholder’s their Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s the Stockholders’ obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwise, and nothing herein shall prohibit Stockholder from exercising any Company Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. Stockholder agrees: (i) to promptly (and, in any event, not later than five seven (57) Business Days after the commencement of the Offer) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Shares Common Stock Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder federal or state securities laws that would not in any event prevent Stockholder from tendering Stockholder’s Company Shares such shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Shares Common Stock during the Support Period, to promptly (and, in any event, not later than three five (35) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding shares of Company SharesCommon Stock) 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 shares of Company Shares Common Stock (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder federal or state securities laws that would not in any event prevent Stockholder from tendering Stockholder’s Company Shares such shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). If Stockholder holds Options or Company Restricted Stock Awards, Stockholder further acknowledges and agrees with the treatment of Options and Company Restricted Stock Awards contemplated by the Merger Agreement and the Transactions contemplated thereby and consents to such treatment with respect to any and all Options and/or Company Restricted Stock Awards Beneficially Owned by Stockholder. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Stock Option or other equity award or require Stockholder to purchase any shares of Company Shares pursuant to any Company Warrant or otherwiseCommon Stock, and nothing herein shall prohibit Stockholder from exercising any Company Stock Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, each Stockholder agrees: (i) hereby agrees to promptly (and, in any event, not later than five (5) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding Company Shares Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, 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 Stockholder from tendering Stockholder’s Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding Company Shares during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires Beneficial Ownership record owner of such additional outstanding Company Shares) shares to validly tender or cause tender), and not to be validly tendered into the Offerwithdraw, pursuant to and in accordance with the terms of the Offer, all as soon as practicable after commencement of such additional Company Shares (free the Offer pursuant to Section 1.01 of the Merger Agreement and clear of any Liens or restrictions, except for any applicable restrictions on transfer Rule 14d-2 under the Securities Exchange Act (but subject to Section 2(c)), the number of shares of Common Stock and the rules number of Warrants, each as set forth opposite the Stockholder's name on Schedule I hereto (for each such Stockholders, the "Specified Securities"). The Stockholder hereby acknowledges and (b) The Stockholder hereby permits Parent and regulations promulgated thereunder that would not the Purchaser to publish and disclose in any event prevent Stockholder from tendering Stockholder’s Company Shares in accordance the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with this Agreement or otherwise complying with Stockholder’s obligations the Securities and Exchange Commission) its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement). (c) It is understood that some of the shares of Common Stock listed on Schedule I as Beneficially Owned by Fiskars OY AB ("Fiskars") are shares issuable upon conversion of 1,000,000 shares of Preferred Stock Beneficially Owned by Fiskars (representing all of its shares of Preferred Stock) and in respect of accrued and unpaid dividends thereon. Notwithstanding anything in this Agreement Parent and the Purchaser agree that Fiskars need not tender any such Common Shares until Fiskars receives two business days' notice that Parent and the Purchaser will consummate the Offer within five business days of such notice. Fiskars will, at or prior to the contrarythat time, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwiseconvert all of its Preferred Stock (and accrued and unpaid dividends thereon) into Common Stock, and nothing herein shall prohibit Stockholder from exercising any Company Option or Company Warrants held by such Stockholder as of tender into the date of this AgreementOffer Fiskars' Specified Securities.

Tender of Shares. Subject to the terms of this Agreement, and unless this Agreement has been terminated pursuant to Section 6.3 herein, Stockholder agrees: (i) to promptly (and, in any event, not later than five seven (57) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding Company Shares Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under this Agreement or the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering Stockholder’s Company the Shares Beneficially Owned by Stockholder in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding Company Shares during the Support PeriodPeriod (including, for the avoidance of doubt, through the exercise of any Company Warrant, Company Option or other equity award), to promptly (and, in any event, not later than the earlier of three (3) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding Company SharesShares and the Business Day prior to the Expiration Date) 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 Liens or restrictions, except for any applicable restrictions on transfer under this Agreement or the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering Stockholder’s Company the Shares Beneficially Owned by Stockholder in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Warrant, Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwiseShares, and nothing herein shall prohibit Stockholder from exercising any Company Option Warrant or Company Warrants Option held by such Stockholder as of the date of this Agreement; provided, however, that Stockholder agrees not to exercise any Company Warrant or Company Option during the five (5) Business Days preceding an Expiration Date.

Tender of Shares. Stockholder agrees: (i) to promptly (and, in any event, not later than five (5) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Shares Common Stock Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder or as created by this Agreement that would not in any event prevent Stockholder from tendering Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Shares Common Stock during the Support Period, to promptly (and, in any event, not later than three two (32) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding shares of Company SharesCommon Stock) 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 shares of Company Shares Common Stock (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder or as created by this Agreement that would not in any event prevent Stockholder from tendering Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Stock Option or other equity award or require Stockholder to purchase any shares of Company Shares pursuant to any Company Warrant or otherwiseCommon Stock, and nothing herein shall prohibit Stockholder from exercising any Company Stock Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. Stockholder agreesThe Stockholders agree: (i) to promptly (and, in any event, not later than five ten (510) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding Company Shares Beneficially Owned by Stockholder the Stockholders (free and clear of any Liens or restrictions, 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 Stockholder the Stockholders from tendering Stockholder’s their Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s the Stockholders’ obligations under this Agreement); and (ii) if Stockholder acquires the Stockholders acquire Beneficial Ownership of any additional outstanding Company Shares during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires the acquisition of Beneficial Ownership of such additional outstanding 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 Liens or restrictions, 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 Stockholder the Stockholders from tendering Stockholder’s their Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s the Stockholders’ obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, (a) the Stockholders shall not have any obligation under this Section 1.01 to tender into the Offer if the tender would give rise to liability (including disgorgement) under Section 16(b) of the Exchange Act, and (b) nothing herein shall require Stockholder the Stockholders to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares pursuant to any Company Warrant or otherwiseaward, and nothing herein shall prohibit Stockholder the Stockholders from exercising any Company Option or Company Warrants held by such Stockholder as of the date of this Agreement.

Tender of Shares. Stockholder agrees: (i) to promptly (and, in any event, not later than five (5) 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 of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Shares Common Stock Beneficially Owned by Stockholder (free and clear of any Liens or restrictions, 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 Stockholder from tendering Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Shares Common Stock during the Support Period, to promptly (and, in any event, not later than three (3) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding shares of Company SharesCommon Stock) 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 shares of Company Shares Common Stock (free and clear of any Liens or restrictions, 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 Stockholder from tendering Stockholder’s shares of Company Shares Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Stock Option or other equity award or require Stockholder to purchase any shares of Company Shares pursuant to any Company Warrant or otherwiseCommon Stock, and nothing herein shall prohibit Stockholder from exercising any Company Stock Option or Company Warrants held by such Stockholder as of the date of this Agreement.