Common use of Tender of Shares Clause in Contracts

Tender of Shares. The Stockholder will validly tender (or cause the record owner of such Shares to validly tender) into the Offer (and not withdraw) and sell, pursuant to and in accordance with the terms of the Offer and the Offer Documents, the Shares not later than the 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 Stockholder 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 its Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (B) any certificates representing his or its Shares and (C) any and all other documents or instruments required to be delivered pursuant to 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 Stockholder (including the Stockholder’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 Merger Sub shall pay the Stockholder for any Shares validly tendered into the Offer (and not withdrawn) on the Expiration Date pursuant to the Offer in accordance with the provisions of the Merger Agreement. Upon the purchase of all the Shares by Merger Sub pursuant to the 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 Section 3.01, any Shares are for any reason not purchased pursuant to the Offer, such Shares will remain subject to the terms of this Agreement. The Stockholder acknowledges that Merger Sub’s obligation to accept for payment and pay for the Shares in the 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 Stockholder to exercise any Company Stock Option to purchase shares of Company Common Stock.

Tender of Shares. The Stockholder will validly tender (or cause a) Parent and the record owner Purchaser jointly and severally agree: (i) subject to the conditions of such Shares to validly tender) into the Offer (set forth in Annex A to the Merger Agreement and not withdraw) the other terms and sellconditions of the Merger Agreement, that the Purchaser will purchase all Shares tendered pursuant to the Offer as promptly as practicable following commencement of the Offer and that the Purchaser will consummate the Merger in accordance with the terms of the Offer and Merger Agreement; 3 (ii) not to decrease the price per share to be paid to the Company's shareholders in the Offer Documentsbelow $14.00 per share; and (iii) the provisions of Sections 3(a)(i) and 3(a)(ii) shall survive the termination of this Agreement. (b) Each Stockholder will (i) tender such Stockholder's Subject Shares (other than such Stockholder's Excluded Shares (as defined below), if applicable) into the Shares not later than the tenth Business Day after commencement of the OfferOffer promptly, or with respect to and in any Shares acquired after such date, prior to the expiration of the Offer. In furtherance and without limiting the generality of the foregoing, event no later than the tenth Business Day after fifth business day following the commencement of the Offer, the or, if such Stockholder shall (i) deliver or cause to be delivered to the depositary designated in has not received the Offer Documents (A) a letter of transmittal with respect to his or its Shares as defined in the form included in the Offer Documents Merger Agreement) by such time, within two business days following receipt of such documents, and otherwise complying with the terms of the Offer, (B) any certificates representing his or its Shares and (C) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer or the Offer Documents, (ii) instruct and cause not withdraw any other Person who is the holder Subject Shares so tendered. Each of record of any Shares beneficially owned by the Stockholder (including the Stockholder’s broker) Harrx X. Xxxxxxxxxxxx xxx Karex X. Xxxxxxxxxxxx xxxll be permitted to validly not tender into the Offer 18,875 of their Subject Shares (for a total of 37,750 Subject Shares, collectively herein referred to as the "Excluded Shares"); provided that, so long as the Purchaser notifies Mr. and not withdraw) and sell such Mrs. Xxxxxxxxxxxx xx least eight hours prior to the purchase of Shares pursuant to and in accordance with by 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 Stockholder for any Shares validly tendered into the Offer (and not withdrawn) on the Expiration Date Purchaser pursuant to the Offer in accordance with Offer, Mr. and Mrs. Xxxxxxxxxxxx xxxll be obligated to contribute their respective Excluded Shares to the provisions capital of the Merger AgreementCompany prior to the purchase of Shares by the Purchaser pursuant to the Offer. Upon the purchase of all the such Stockholder's Subject Shares by Merger Sub pursuant to the Offer in accordance with this Section 3.013, this Agreement will automatically terminate without any notice or terminate. Each Stockholder will receive the same price per Share received by other action required by any stockholders of the parties hereto, Company in accordance the Offer with Section 4.01 hereofrespect to Subject Shares tendered by it in the Offer. In the event that, notwithstanding the provisions of the first sentence of this Section 3.013(b), any Subject Shares are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Subject Shares will remain subject to the terms of this Agreement. The Each Stockholder acknowledges that Merger Sub’s the Purchaser's obligation to accept for payment and pay for the Subject Shares in the Offer is subject to all the terms and conditions of the Offer. Notwithstanding anything in this Agreement On the date the Subject Shares are accepted for payment and purchased by the Purchaser pursuant to the contraryOffer, nothing herein the Purchaser shall require make payment by wire transfer or other method (as agreed by the Purchaser and such Stockholder) of the purchase price for such Subject Shares to an account designated by such Stockholder. (c) Each Stockholder hereby agrees to exercise any permit Parent and the Purchaser to publish and disclose in the Offer Documents and, if approval of the shareholders of the Company Stock Option to purchase shares is required under applicable law, the Statement (as defined in the Merger Agreement), its identity and ownership of Company Common StockShares and the nature of its commitments, arrangements and understandings under this Agreement. (d) The obligations of the parties under this Section 3 shall terminate on the Termination Date.

Tender of Shares. (a) The Stockholder will Shareholder hereby agrees to validly tender (or cause the record owner of such Shares shares to validly tender), pursuant to and in accordance with the terms of the Offer, not later than the 20th business day after commencement of the Offer such Shareholder’s Owned Shares. In furtherance of the foregoing, at the time of such tender, the Shareholder shall: (i) into deliver to the depositary designated in the Offer (the “Depositary”): (A) a letter of transmittal with respect to the Owned Shares complying with the terms of the Offer; (B) a certificate or certificates representing such Owned Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Owned Shares; and not withdraw(C) and sellall other documents or instruments, to the extent applicable, in the form required to be delivered by the shareholders of the Company pursuant to the terms of the Offer; and/or (ii) cause its broker or such other Person that is the holder of record of any Owned Shares to tender such Owned Shares pursuant to and in accordance with the terms of the Offer and within the Offer Documents, the Shares not later than the 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 Stockholder shall (i) deliver or cause to be delivered to the depositary designated timeframe specified in the Offer Documents (A) a letter of transmittal with respect to his or its Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (B) any certificates representing his or its Shares and (C) any and all other documents or instruments required to be delivered pursuant to 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 Stockholder (including the Stockholder’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 Stockholder 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. Upon the purchase of all the Shares by Merger Sub pursuant to the 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 Section 3.01, 2(a). The Shareholder shall not withdraw any Shares are for any reason not purchased shares tendered pursuant to the Offer, such Shares will remain subject to the terms of this Agreement. The Stockholder acknowledges that Merger Sub’s obligation to accept for payment and pay for the Shares Section 2(a) unless this Agreement shall have been terminated in accordance with Section 11 below. (b) If the Offer is subject terminated or withdrawn by Acquisition Co., or the Merger Agreement is validly terminated prior to the Acceptance Time, Parent and Acquisition Co. shall promptly return, and shall cause any depository acting on behalf of Parent and Acquisition Co. to return, all tendered Owned Shares to the terms and conditions registered holders of the Owned Shares tendered in the Offer. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder to exercise any Company Stock Option to purchase shares of Company Common Stock.

Tender of Shares. The While this Agreement is in effect, the Stockholder will validly tender (or cause the record owner of such Shares to validly tender) into the Offer (and not withdraw) and sell, pursuant to and in accordance with the terms of the Offer and the Offer Documents, the Shares not later than the 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 During and for the term of this Agreement, in furtherance and without limiting the generality of the foregoing, no later than the tenth Business Day after the commencement of the Offer, the Stockholder shall (i) deliver or cause to be delivered to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to its, his or its her Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (B) any certificates representing its, his or its her Shares and (C) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer or the Offer Documents, Documents and (ii) instruct and cause any other Person who is the holder of record of any Shares beneficially owned by the Stockholder (including the Stockholder’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 foregoingDocuments. Merger Sub shall pay the Stockholder 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. Upon the purchase of all the Shares by Merger Sub pursuant to the 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 The Stockholder agrees that, notwithstanding once the provisions of the first sentence of this Section 3.01, any Stockholder’s Shares are for tendered, the Stockholder will not withdraw any reason not purchased pursuant to the Offer, of such Shares will remain subject to from the Offer unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this AgreementAgreement shall have been terminated in accordance with its terms. The Stockholder acknowledges that Merger Sub’s obligation to accept for payment and pay for the Shares in the 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 Stockholder to exercise any Company Stock Option or Company RSU or to purchase shares of Company Common StockStock (including through the Company ESPP).

Tender of Shares. The Stockholder will validly tender (or cause the record owner of such Shares to validly tender) into the Offer (and not withdraw) and sell, pursuant to and in accordance with the terms of the Offer and the Offer Documents, the Shares not later than the 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 Stockholder 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 its 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 its her Shares and (C) any and all other documents or instruments required to be delivered pursuant to 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 Stockholder (including the Stockholder’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 Stockholder 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. Upon the purchase of all the Shares by Merger Sub pursuant to the 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 Section 3.01, any Shares are for any reason not purchased pursuant to the Offer, such Shares will remain subject to the terms of this Agreement. The Stockholder acknowledges that Merger Sub’s obligation to accept for payment and pay for the Shares in the 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 Stockholder to exercise any Company Stock Option to purchase shares of Company Common Stock.

Tender of Shares. (a) The Stockholder will Shareholder hereby agrees to validly tender (or cause the record owner of such Shares shares to validly tender), pursuant to and in accordance with the terms of the Offer, not later than the 20th business day after commencement of the Offer such Shareholder's Owned Shares. In furtherance of the foregoing, at the time of such tender, the Shareholder shall: (i) into deliver to the depositary designated in the Offer (the "Depositary"): (A) a letter of transmittal with respect to the Owned Shares complying with the terms of the Offer; (B) a certificate or certificates representing such Owned Shares or an "agent's message" (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Owned Shares; and not withdraw(C) and sellall other documents or instruments, to the extent applicable, in the form required to be delivered by the shareholders of the Company pursuant to the terms of the Offer; and/or (ii) cause its broker or such other Person that is the holder of record of any Owned Shares to tender such Owned Shares pursuant to and in accordance with the terms of the Offer and within the Offer Documents, the Shares not later than the 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 Stockholder shall (i) deliver or cause to be delivered to the depositary designated timeframe specified in the Offer Documents (A) a letter of transmittal with respect to his or its Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (B) any certificates representing his or its Shares and (C) any and all other documents or instruments required to be delivered pursuant to 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 Stockholder (including the Stockholder’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 Stockholder 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. Upon the purchase of all the Shares by Merger Sub pursuant to the 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 Section 3.01, 2(a). The Shareholder shall not withdraw any Shares are for any reason not purchased shares tendered pursuant to the Offer, such Shares will remain subject to the terms of this Agreement. The Stockholder acknowledges that Merger Sub’s obligation to accept for payment and pay for the Shares Section 2(a) unless this Agreement shall have been terminated in accordance with Section 11 below. (b) If the Offer is subject terminated or withdrawn by Acquisition Co., or the Merger Agreement is validly terminated prior to the Acceptance Time, Parent and Acquisition Co. shall promptly return, and shall cause any depository acting on behalf of Parent and Acquisition Co. to return, all tendered Owned Shares to the terms and conditions registered holders of the Owned Shares tendered in the Offer. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder to exercise any Company Stock Option to purchase shares of Company Common Stock.

Tender of Shares. The Stockholder Subject to the last sentence of this Section 3.01, the Shareholder will validly tender (or cause the record owner of such Shares to validly tender) into the Offer (and not withdraw) and sell, pursuant to and in accordance with the terms of the Offer and the Offer Documents, the Shares not later than the 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 Stockholder 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 its 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 its 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 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 Stockholder Shareholder (including the StockholderShareholder’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 Stockholder 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. Upon the purchase of all the Shares by Merger Sub pursuant to the 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 Section 3.01, any Shares are for any reason not purchased pursuant to the Offer, such Shares will remain subject to the terms of this Agreement. The Stockholder Shareholder acknowledges that Merger Sub’s obligation to accept for payment and pay for the Shares in the 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 Stockholder Shareholder to exercise any Company Stock Option to purchase shares of Company Common Stock. For Shares as to which the Shareholder is the beneficial but not the record owner, the Shareholder shall use the Shareholder’s reasonable best efforts to cause the record owner of any such Shares to tender such Shares in accordance with and on the same terms as contained herein.