Common use of Tender of Shares Clause in Contracts

Tender of Shares. (a) At least two business days prior to the consummation by the Purchaser of the Offer, the Stockholder shall tender to the Depository designated in the Offer to Purchase (the "Offer to Purchase") distributed by Purchaser in connection with the Offer (i) a letter of transmittal with respect to the Stockholder Shares and any other shares of Company Common Stock held by the Stockholder (whether or not currently held by the Stockholder; the Stockholder Shares, together with any shares acquired by the Stockholder 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 otherwise (the "Shares")), complying with the terms of the Offer to Purchase, (ii) the certificates representing the Shares, and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase. (b) The Stockholder shall not, subject to applicable law, withdraw the tender effected in accordance with Section 1.1(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares owned by the Stockholder if the Purchaser amends the Offer to (w) reduce the Offer Price to less than $8.79 in cash, net to the stockholders, (x) reduce the number of shares of Company Common Stock subject to the Offer, (y) change the form of consideration payable in the Offer or (z) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition). The Stockholder shall give Purchaser at least two business days' prior notice of any withdrawal of Shares owned by the Stockholder pursuant to the immediately preceding proviso.

Appears in 4 contracts

Samples: Shareholder Agreement (Telesciences Inc /De/), Shareholder Agreement (Edb 4tel Acquisition Corp), Shareholder Agreement (Telesciences Inc /De/)

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Tender of Shares. (a) At least two business days prior to Shareholder agrees, in the consummation by event the Purchaser Minimum Condition is not met as of the initial scheduled expiration date of the Offer, the Stockholder shall to tender and sell to the Depository designated in the Offer to Purchase (the "Offer to Purchase") distributed by Purchaser in connection with the Offer (i) a letter Purchaser, free and clear of transmittal with respect to the Stockholder Shares all mortgages, pledges, security interests, encumbrances, liens, options, debts, charges, claims and restrictions of any other shares kind, such number of Company Common Stock held by the Stockholder (whether or not currently held by the Stockholder; the Stockholder Shareholder's Shares, together with any shares acquired by the Stockholder 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 otherwise (the "Shares")), complying with the terms of the Offer to Purchase, (ii) the certificates representing the Shares, and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer, except where such sales in response to the Offer might result in liability under Section 16(b) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), so that the number of Shares tendered by Shareholder and all other shareholders of the Company shall meet the Minimum Condition. Shareholder agrees that Shareholder shall deliver to Purchasethe depository for the Offer for receipt prior to the initial scheduled expiration date of the Offer, either a letter of transmittal together with the certificates for the Shares, if available, or a "Notice of Guaranteed Delivery," if the Shares are not available. Shareholder agrees not to withdraw any Shares tendered into the Offer. Nothing contained herein shall prevent Shareholder from tendering any or all Shares, even if the Minimum Condition is otherwise met, subject to the pro rata reduction as described in Section 1(b) of this Agreement. (b) The Stockholder shall not, subject to applicable law, withdraw In the tender effected in accordance with Section 1.1(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares owned by the Stockholder if the Purchaser amends the Offer to (w) reduce the Offer Price to less event more than $8.79 in cash, net to the stockholders, (x) reduce the number of 1,600,000 shares of Company Common Stock subject to are tendered into the Offer, (y) change the form Shares tendered by the Shareholder shall be subject to a pro rata reduction to the same extent as the shares of consideration payable Common Stock tendered by any other shareholder in the Offer or (z) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition). The Stockholder shall give Purchaser at least two business days' prior notice of any withdrawal of Shares owned Offer, as required by the Stockholder pursuant to the immediately preceding provisoStock Purchase Agreement.

Appears in 4 contracts

Samples: Stock Purchase and Sale Agreement (Dsi Toys Inc), Stock Purchase and Sale Agreement (Mvii LLC), Side Letter Agreement (Dsi Toys Inc)

Tender of Shares. (a) At least two business days prior From time to time following the consummation commencement by the Purchaser of the Offer, the Stockholder shall shall, if so requested in writing by Parent (the "Request"), promptly tender to the Depository designated in the Offer to Purchase (the "Offer to Purchase") distributed by Purchaser in connection with the Offer (i) a letter of transmittal with respect to such number as specified in the Request not in excess of the then applicable Maximum Share Number), of the Stockholder Shares and any other shares of Company Common Stock held by the Stockholder (whether or not currently held by the Stockholder; the Stockholder Shares, together with any shares acquired by the Stockholder 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 otherwise (the "Shares")), complying with the terms of the Offer to Purchase; provided, that the number of Shares the Stockholder shall be required to tender from time to time pursuant to a Request, when taken together with all Shares previously tendered in the Offer and not withdrawn, shall not exceed the aggregate number of Shares owned by the Stockholder beneficially and of record, at such time (ii) the certificates representing the SharesShares specified in the Request, and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase. (b) The Stockholder shall not, subject to applicable law, withdraw the tender effected in accordance with Section 1.1(a1.01(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares owned by the Stockholder and tendered or requested to be tendered in excess of the Maximum Share Number or if the Purchaser amends the Offer to (w) reduce the Offer Price to less than $8.79 23.40 in cash, net to the stockholderssellers, (x) reduce the number of shares of Company Common Stock subject to the Offer, (y) change the form of consideration payable in the Offer or (z) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition). The Stockholder shall give Purchaser at least two business days' prior notice of any withdrawal of Shares owned by the Stockholder pursuant to the immediately preceding proviso.

Appears in 3 contracts

Samples: Merger Agreement (Ibp Inc), Merger Agreement (Foodbrands America Inc), Tender Agreement (Airlie Group Lp Et Al)

Tender of Shares. (a) At least two Promptly, and in no event later than the tenth business days prior to day following the consummation by the Purchaser commencement of the OfferOffer or, if later, the third business day following receipt of the applicable Offer Documents, each Stockholder shall tender to the Depository Depositary designated in the Offer to Purchase (the "Offer to Purchase") distributed by Purchaser in connection with the Offer (i) a letter of transmittal with respect to the Initial Stockholder Shares and any all other shares of Company Common Stock held by the Stockholder (whether or not currently held by the Stockholder; the Stockholder Shares, together with any shares acquired by the such Stockholder in any capacity after 2 the date hereof and prior to the termination of this Agreement in accordance with its terms 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 (collectively, including the Initial Stockholder Shares, the "Stockholder Shares")" of such Stockholder), complying with the terms of the Offer to Purchase, (ii) the certificates representing the SharesStockholder Shares of such Stockholder, and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase. (b) The Each Stockholder shall not, subject to applicable law, withdraw the tender of its Stockholder Shares effected in accordance with Section 1.1(a); provided, however, that the such Stockholder may decline to tender, or may withdraw, any and all Shares owned by of the Stockholder if Shares if, without the prior consent of such Stockholder, Purchaser amends the Offer to (wi) reduce the Offer Price Transaction Consideration to less than $8.79 in cash, net to the stockholdersInitial Transaction Consideration, (xii) reduce the number of shares of Company Common Stock subject to the Offer, (yiii) change the form of consideration payable in the Offer or (ziv) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any conditioncondition other than the Minimum Condition). The Each Stockholder shall give Purchaser at least two business days' prior notice of any withdrawal of its Stockholder Shares owned by the Stockholder pursuant to the immediately preceding proviso.

Appears in 2 contracts

Samples: Stockholder Agreement (Bayer Corp), Stockholder Agreement (Bayer Corp)

Tender of Shares. (a) At least two Within five business days prior to of the consummation commencement by the Purchaser of the Offer, the Stockholder shall tender to the Depository designated in the Offer to Purchase (the "Offer to Purchase") distributed by Purchaser in connection with the Offer (i) a letter of transmittal with respect to the Stockholder Shares and any other shares of Company Common Stock held by the Stockholder (whether or not currently held by the Stockholder; the Stockholder Shares, together with any shares acquired by the Stockholder 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 otherwise (the "Shares")), complying with the terms of the Offer to Purchase, (ii) the certificates representing the Shares, and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase. (b) The Stockholder shall not, subject to applicable law, withdraw the tender effected in accordance with Section 1.1(a1.01(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares owned by the Stockholder if the Purchaser amends the Offer to (w) reduce the Offer Price to less than $8.79 23.40 in cash, net to the stockholders, (x) reduce the number of shares of Company Common Stock subject to the Offer, (y) change the form of consideration payable in the Offer or (z) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition). The Stockholder shall give Purchaser at least two business days' prior notice of any withdrawal of Shares owned by the Stockholder pursuant to the immediately preceding proviso.

Appears in 2 contracts

Samples: Merger Agreement (Foodbrands America Inc), Merger Agreement (Ibp Inc)

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Tender of Shares. (a) At least two Within five business days prior to of the consummation commencement by the Purchaser of the Offer, the Stockholder Stock- holder shall tender to the Depository designated in the Offer to Purchase (the "Offer to Purchase") distributed by Purchaser in connection with the Offer (i) a letter of transmittal with respect to the Stockholder Shares and any other shares of Company Common Stock held by the Stockholder (whether or not currently held by the Stockholder; the Stockholder Shares, together with any shares acquired by the Stockholder 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 otherwise (the "Shares")), complying with the terms of the Offer to Purchase, (ii) the certificates representing the Shares, and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase. (b) The Stockholder shall not, subject to applicable law, withdraw the tender effected in accordance with Section 1.1(a1.01(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares owned by the Stockholder if the Purchaser amends the Offer to (w) reduce the Offer Price to less than $8.79 23.40 in cash, net to the stockholders, (x) reduce the number of shares of Company Common Stock subject to the Offer, (y) change the form of consideration payable in the Offer or (z) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant insignifi- cant changes or amendments or other than to waive any condition). The Stockholder shall give Purchaser at least two business days' prior notice of any withdrawal of Shares owned by the Stockholder pursuant to the immediately preceding proviso.

Appears in 1 contract

Samples: Tender Agreement (Joseph Littlejohn & Levy Fund Ii Lp)

Tender of Shares. (a) At least two Within five business days prior to of the consummation commencement by the Purchaser of the Offer, the Stockholder shall tender to the Depository designated in the Offer to Purchase (the "Offer to Purchase") distributed by Purchaser in connection with the Offer (i) a letter of transmittal with respect to the Stockholder Shares and any other shares of Company Common 2 Stock held by the Stockholder (whether or not currently held by the Stockholder; the Stockholder Shares, together with any shares acquired by the Stockholder 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 otherwise (the "Shares")), complying with the terms of the Offer to Purchase, (ii) the certificates representing the Shares, and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase. (b) The Stockholder shall not, subject to applicable law, withdraw the tender effected in accordance with Section 1.1(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares owned by the Stockholder if the Purchaser amends the Offer to (w) reduce the Offer Price to less than $8.79 5.50 in cash, net to the stockholders, (x) reduce the number of shares of Company Common Stock subject to the Offer, (y) change the form of consideration payable in the Offer or (z) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition). The Stockholder shall give Purchaser at least two business days' prior notice of any withdrawal of Shares owned by the Stockholder pursuant to the immediately preceding proviso.

Appears in 1 contract

Samples: Shareholder Agreement (Fedders Corp /De)

Tender of Shares. (a) At least two Within five business days prior to of the consummation commencement by the Purchaser of the Offer, the Stockholder shall tender to the Depository designated in the Offer to Purchase (the "Offer to Purchase") distributed by Purchaser in connection with the Offer (i) a letter of transmittal with respect to the Stockholder Shares and any other shares of Company Common Stock held by the Stockholder (whether or not currently held by the Stockholder; the Stockholder Shares, together with any shares acquired by the Stockholder 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 otherwise (the "Shares")), complying with the terms of the Offer to Purchase, (ii) the certificates representing the Shares, and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase. (b) The Stockholder shall not, subject to applicable law, withdraw the tender effected in accordance with Section 1.1(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares owned by the Stockholder if the Purchaser amends the Offer to (w) reduce the Offer Price to less than $8.79 5.50 in cash, net to the stockholders, (x) reduce the number of shares of Company Common Stock subject to the Offer, (y) change the form of consideration payable in the Offer or (z) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition). The Stockholder shall give Purchaser at least two business days' prior notice of any withdrawal of Shares owned by the Stockholder pursuant to the immediately preceding proviso.

Appears in 1 contract

Samples: Shareholder Agreement (Fedders Corp /De)

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