Common use of Tender of Shares Clause in Contracts

Tender of Shares. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, 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 fifth business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite Stockholder's name on Schedule I hereto (the "EXISTING SECURITIES" and, together with any shares of Common Stock acquired by Stockholder (whether beneficially or of record) after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options or other rights to acquire Common Stock or in any other way, the "SECURITIES"), all of which are Beneficially Owned by Stockholder. If Stockholder acquires Securities after the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition. Stockholder hereby acknowledges and agrees that Parent's and Purchaser's obligation to accept for payment, purchase and pay for the Securities in the Offer, including the Securities Beneficially Owned by Stockholder, is subject to the terms and conditions of the Offer. (b) Stockholder hereby permits Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of the Merger by the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's identity and ownership of the Securities and the nature of Stockholder's commitments, arrangements and understandings under this Agreement; provided that 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 Purchaser to enter into the Merger Agreement, Stockholder hereby agrees with MCI that Stockholder will, promptly after the amendment of the Offer (but in all events not later than two (2) Business Day thereafter and in any event prior to validly tender (or cause the record owner of such shares to validly tenderExpiration Date), and not tender to withdrawMCI or its agent, pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite Stockholder's name on Schedule I hereto (the "EXISTING SECURITIES" and, together with any shares of Common Stock acquired by Stockholder (whether beneficially or of record) after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options or other rights to acquire Common Stock or in any other way, the "SECURITIES"), all of which are Shares Beneficially Owned by Stockholder. If Stockholder acquires Securities after on such date (the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition“Tendered Shares”). Stockholder hereby agrees not to withdraw any of the Tendered Shares unless and until (i) the Offer terminates or expires without MCI accepting the Tendered Shares for payment or (ii) MCI reduces the purchase price per share of Class A Common Stock in the Offer below the Offer Price. Stockholder acknowledges and agrees that Parent's and Purchaser's MCI’s obligation to accept for payment, purchase payment and pay for the Securities Tendered Shares is subject, in the Offerall other respects, including the Securities Beneficially Owned by Stockholder, is subject to all the terms and conditions of the Offer. (b) . Stockholder hereby permits Parent and Purchaser MCI to publish and disclose in public communications and the Offer Documents and, if approval of the Merger by the Company's stockholders is required under applicable law, the Proxy Statement documents (including all documents and schedules filed with the SEC) Stockholder's ), if any, its identity and ownership of the Securities Shares and the nature of Stockholder's its commitments, arrangements and understandings under this Agreement; provided . (b) MCI will promptly undertake, in accordance with applicable law, to amend the Offer to provide that it will pay $1.00 per tendered share of Class A Common Stock, net to the seller, in cash as the purchase price in the Offer. MCI shall file a motion with the Bankruptcy Court seeking the approval for the payment of the Offer Price, as described in this Section 1(b) (the “Bankruptcy Court Approval”), as promptly as practicable after this Agreement is fully executed and delivered. (c) For purposes of this Agreement, “Beneficially Own” or “Beneficial Ownership” with respect to any securities shall mean Stockholder’s having such ownership, control or power to direct the voting with respect to, or otherwise enables Stockholder to legally act with respect to such securities as contemplated hereby, including pursuant to any agreement, arrangement or understanding, whether or not in writing. Securities Beneficially Owned by Stockholder shall (i) include securities Beneficially Owned by all other Persons with whom Stockholder would constitute a “group” as within the meaning of Section 13(d)(3) of the Exchange Act, and (ii) include, until their issuance, any Shares issuable upon exercise of options held by Stockholder. (d) MCI acknowledges and agrees that Stockholder shall have a right to review executes and comment on such disclosure a reasonable time before it is publicly discloseddelivers this Agreement solely in his capacity as the record holder and beneficial owner of the Shares.

Tender of Shares. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, 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 fifth business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite Stockholder's name on Schedule I hereto (the "EXISTING SECURITIESExisting -------- Securities" and, together with any shares of Common Stock acquired by ---------- Stockholder (whether beneficially or of record) after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options or other rights to acquire Common Stock or in any other way, the "SECURITIESSecurities"), all of which are Beneficially Owned by ---------- Stockholder. If Stockholder acquires Securities after the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition. Stockholder hereby acknowledges and agrees that Parent's and Purchaser's obligation to accept for payment, purchase and pay for the Securities in the Offer, including the Securities Beneficially Owned by Stockholder, is subject to the terms and conditions of the Offer. (b) Stockholder hereby permits Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of the Merger by the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's identity and ownership of the Securities and the nature of Stockholder's commitments, arrangements and understandings under this Agreement; provided that 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 Purchaser to enter into the Merger Agreement, 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 fifth business day after commencement of the Offer pursuant to Section 1.01 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 such Stockholder's name on Schedule I hereto (the "EXISTING SECURITIES" andExisting Shares", and together with any shares of Company Common Stock acquired by such Stockholder (whether beneficially or of record) 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, exercise of options distribution or other rights to acquire Common Stock or in any other wayotherwise, the "SECURITIESShares"), all of which are Beneficially Owned by Stockholderhim or it. If Stockholder acquires Securities after the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition. Each Stockholder hereby acknowledges and agrees that the Parent's and Purchaser's obligation to accept for payment, purchase payment and pay for the Securities Shares in the Offer, including the Securities Shares Beneficially Owned by such Stockholder, is subject to the terms and conditions of the Offer. (b) The transfer by each Stockholder of his or its 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 Purchaser Sub to publish and disclose in the Offer Documents and, if approval of the Merger by the Company's stockholders Company Stockholder Approval is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's his or its identity and ownership of the Securities Company Common Stock and the nature of Stockholder's his or its commitments, arrangements and understandings under this Agreement; provided . (d) Parent and Sub acknowledge that Stockholder shall have the Company may, in order to assist Stockholders who are also employees of the Company in complying with their obligations to tender Shares hereunder, lend funds to such Stockholders upon the terms specified in the Merger Agreement in order to fund all or a right to review and comment on such disclosure a reasonable time before it is publicly disclosed.portion of the exercise price under the Options held by such

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, 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 fifth business day as soon as practicable after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange ActAct (but subject to Section 2(c)), the number of shares of Common Stock and the number of Warrants, each as set forth opposite the Stockholder's name on Schedule I hereto (the "EXISTING SECURITIES" and, together with any shares of Common Stock acquired by Stockholder (whether beneficially or of record) after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options or other rights to acquire Common Stock or in any other wayfor each such Stockholders, the "SECURITIESSpecified Securities"), all of which are Beneficially Owned by Stockholder. If Stockholder acquires Securities after the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition. The Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment, purchase payment and pay for the Securities in the Offer, including the Securities Beneficially Owned by the Stockholder, is subject to the terms and conditions of the Offer. (b) The Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Merger by the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SECSecurities and Exchange Commission) Stockholder's its identity and ownership of the Securities and the nature of Stockholder's its commitments, arrangements and understandings under this Agreement; provided . (c) It is understood that Stockholder shall have a right 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. 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 review that time, convert all of its Preferred Stock (and comment on such disclosure a reasonable time before it is publicly disclosedaccrued and unpaid dividends thereon) into Common Stock, and tender into the Offer Fiskars' Specified Securities.

Tender of Shares. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby agrees (i) to convert (or cause the record owner of such shares to convert), not later than the second business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Series F Preferred Stock set forth opposite the Stockholder's name on Schedule I hereto (the "Preferred Stock"), into the number of shares of Common Stock into which such Series F Preferred Stock is then convertible pursuant to its terms, and (ii) 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 fifth business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of all shares of Common Stock set forth opposite Beneficially Owned by the Stockholder's name on Schedule I hereto , including all shares of Common Stock acquired upon conversion of the Preferred Stock as provided above (the "EXISTING SECURITIES" andExisting Securities", and together with any other shares of Common Stock acquired by the Stockholder (whether beneficially or of record) in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options options, warrants or other rights to acquire Common Stock or in any other way, the "SECURITIESSecurities"), all of which are Beneficially Owned by Stockholder. If Stockholder acquires Securities after the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition. The Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment, purchase payment and pay for the Securities in the Offer, including the Securities Beneficially Owned by the Stockholder, is subject to the terms and conditions of the Offer. (b) The Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Merger by the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's its identity and ownership of the Securities and the nature of Stockholder's its commitments, arrangements and understandings under this Agreement; provided that 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 Purchaser to enter into the Merger Agreement, The Stockholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, withdraw for as long as this Agreement remains in effect) pursuant to and in accordance with the terms of the Offer, (i) not later than the fifth business day after commencement of the Offer pursuant to Section 1.01 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, all of the number of shares of Company Common Stock set forth opposite Stockholder's name Beneficially Owned by it on Schedule I hereto the date hereof (the "EXISTING SECURITIESExisting Shares"), and (ii) as soon as possible but in no event later the date on which the Offer is scheduled to expire (including any extensions), any additional shares of Company Common Stock which the Stockholder comes to Beneficially Own after the date hereof (the "Additional Shares" and, together with any shares of Common Stock acquired by Stockholder (whether beneficially or of record) after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options or other rights to acquire Common Stock or in any other wayExisting Shares, the "SECURITIESShares"), all . Schedule I hereto sets forth opposite the Stockholder's name the number of which are Existing Shares Beneficially Owned by Stockholder. If Stockholder acquires Securities after it on the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition. The Stockholder hereby acknowledges and agrees that Parent's and Purchaserthe Merger Sub's obligation to accept for payment, purchase payment and pay for the Securities Shares in the Offer, including the Securities Beneficially Owned by Stockholder, Offer is subject to the terms and conditions of the Offer. (b) Upon full payment by Parent or Merger Sub for Shares tendered, the transfer by the Stockholder of its Shares to Merger Sub in the Offer shall pass to and unconditionally vest in Merger Sub good and valid title to the number of Existing Shares set forth opposite the Stockholder's name on Schedule I hereto and to any Additional Shares, free and clear of all claims, liens, restrictions, security interests, pledges, limitations and encumbrances whatsoever. (c) The Stockholder hereby permits agrees to permit Parent and Purchaser Merger Sub to publish and disclose in the Offer Documents and, if approval of the Merger by the Company's stockholders Company Stockholder Approval is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's its identity and ownership of the Securities Company Common Stock and the nature terms and conditions of Stockholder's commitments, arrangements and understandings under this Agreement; provided that 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 Purchaser to enter into the Merger Agreement, Each Stockholder hereby agrees (i) to convert (or cause the record owner of such shares to convert), not later than the second business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Series F Preferred Stock set forth opposite such Stockholder's name on Schedule I hereto (the "Preferred Stock"), into the number of shares of Common Stock into which such Series F Preferred Stock is then convertible pursuant to its terms set forth in the Company's Certificate of the Powers, Designations, Preferences and Rights of the Series F Senior Cumulative Redeemable Preferred Stock (the "Certificate of Designation"), which is attached hereto as Exhibit A, and (ii) 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 fifth business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of all shares of Common Stock set forth opposite Beneficially Owned by such Stockholder's name on Schedule I hereto , including all shares of Common Stock acquired upon conversion of the Preferred Stock as provided above (the "EXISTING SECURITIES" andExisting Securities", and together with any other shares of Common Stock acquired by such Stockholder (whether beneficially or of record) in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options options, warrants or other rights to acquire Common Stock or in any other way, the "SECURITIESSecurities"), all of which are Beneficially Owned by Stockholder. If Stockholder acquires Securities after the date hereof, Stockholder shall tender (or cause the record holder to tender) such Securities on or before such fifth business day or, if later, on or before the second business day after such acquisition. Each Stockholder hereby acknowledges and agrees that Parent's and the Purchaser's obligation to accept for payment, purchase payment and pay for the Securities in the Offer, including the Securities Beneficially Owned by such Stockholder, is subject to the terms and conditions of the Offer. (b) Each Stockholder hereby permits Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the Merger by the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's its identity and ownership of the Securities and the nature of Stockholder's its commitments, arrangements and understandings under this Agreement; provided that Stockholder shall have a right to review and comment on such disclosure a reasonable time before it is publicly disclosed.