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.

Appears in 10 contracts

Samples: Shareholders Agreement (HFS Inc), Shareholders Agreement (HFS Inc), Shareholders Agreement (HFS Inc)

AutoNDA by SimpleDocs

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.

Appears in 2 contracts

Samples: Stockholders Agreement (Superior Telecom Inc), Stockholders Agreement (Superior Telecom Inc)

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.

Appears in 2 contracts

Samples: Stockholders Agreement (Invacare Corp), Stockholders Agreement (Invacare Corp)

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.

Appears in 1 contract

Samples: Shareholders Agreement (Gamma Biologicals Inc)

AutoNDA by SimpleDocs

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.

Appears in 1 contract

Samples: Shareholders Agreement (Immucor Inc)

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 withdrawsell, pursuant to and in accordance with the terms of the Offer, (i) not later than the fifteenth business fourteenth day after the commencement of the Offer pursuant to Section 1.1 1.1(a) of the Merger Agreement and Rule 14d-2 under Agreement, all of the Exchange Act, the number of shares of Company Common Stock set forth opposite beneficially owned by such Stockholder as of the Shareholder's name on Schedule I hereto date hereof (as such shares may be adjusted by conversion, dividend, stock split, recapitalization, exchange, merger or similar transaction, the "Existing Shares"), all of which are Beneficially Owned by the Shareholder, and (ii) 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 otherwise (such shares of Common Stockthe "Acquired Shares," and, together with the Existing Shares, the "Shares"), provided that the price per Share paid to such Stockholder pursuant to the Offer shall be no less than the Price Per Share. 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 shares of Company Common Stock in the Offer, including the Shares Beneficially Owned owned by the Shareholdersuch Stockholder, is subject to the terms and conditions of the Offer.

Appears in 1 contract

Samples: Tender Agreement (Koninklijke Numico Nv)

Time is Money Join Law Insider Premium to draft better contracts faster.