Common use of Tender of Subject Securities Clause in Contracts

Tender of Subject Securities. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby agrees to validly tender the Subject Securities (other than any Unsellable Company Shares that are not available for tender; provided that, Shareholder has entered into the Unsellable Share Liquidity Mechanism contemplated by Section 3.5.2(a) (collectively, the “Tender Shares”), or cause such Shareholder’s Tender Shares to be validly and tendered, into the Offer pursuant to the terms of the Offer applicable to such Subject Securities (including by instructing Shareholder’s broker or such other person who is the holder of record of any Subject Shares to tender such shares into the Offer pursuant to the terms of the Offer) promptly following, and in any event no later than the fifth Business Day following the Commencement Date or if Shareholder has not received the Offer Documents by such time, within two Business Days following receipt of such documents but in any event prior to the Expiration Date. If Shareholder acquires Tender Shares after the date hereof, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares on or before the Expiration Date. If Shareholder acquires Tender Shares after the Expiration Date, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares, in the manner applicable to such Tender Shares as set forth in the Offer, before the expiration of any Subsequent Offer. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder will not withdraw the Tender Shares, or cause the Tender Shares to be withdrawn, from the Offer at any time.

Tender of Subject Securities. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby agrees to validly tender the Subject Securities (other than any Unsellable Company Free Shares that are not available for tender; provided that, Shareholder has entered into tender and may be subject to the Unsellable cash payment and the Free Share Liquidity Mechanism contemplated by described in Section 3.5.2(a2.5.2(a) and Section 2.5.2(b) of the MoU, respectively) (collectively, the “Tender Shares”), or cause such Shareholder’s Tender Shares to be validly and tendered, into the Offer pursuant to the terms of the Offer applicable to such Subject Securities (including by instructing Shareholder’s broker or such other person who is the holder of record of any Subject Shares to tender such shares into the Offer pursuant to the terms of the Offer) promptly following, and in any event no later than the fifth tenth Business Day following the Commencement Date or if Shareholder the Stockholder has not received the Offer Documents by such time, within two Business Days following receipt of such documents but in any event prior to the Expiration Date. If Shareholder acquires Tender Shares after the date hereof, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares on or before the Expiration Date. If Shareholder acquires Tender Shares after the Expiration Date, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares, in the manner applicable to such Tender Shares as set forth in the Offer, before the expiration of any Subsequent Offer. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder will not withdraw the Tender Shares, or cause the Tender Shares to be withdrawn, from the Offer at any time.

Tender of Subject Securities. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby agrees to validly tender the Subject Securities (other than any Unsellable Vested Company Free Shares that are not available for tender; provided that, Shareholder has entered into any agreement reasonably satisfactory to Parent, required to implement the Unsellable Free Share Liquidity Mechanism contemplated by described in Section 3.5.2(a) of the MoU) (collectively, the “Tender Shares”), or cause such Shareholder’s Tender Shares to be validly and tendered, into the Offer pursuant to the terms of the Offer applicable to such Subject Securities (including by instructing Shareholder’s broker or such other person who is the holder of record of any Subject Shares to tender such shares into the Offer pursuant to the terms of the Offer) promptly following, and in any event no later than the fifth tenth Business Day following the Commencement Date or if Shareholder has not received the Offer Documents by such time, within two Business Days following receipt of such documents but in any event prior to the Expiration Date. If Shareholder acquires Tender Shares after the date hereof, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares on or before the Expiration Date. If Shareholder acquires Tender Shares after the Expiration Date, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares, in the manner applicable to such Tender Shares as set forth in the Offer, before the expiration of any Subsequent Offer. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder will not withdraw the Tender Shares, or cause the Tender Shares to be withdrawn, from the Offer at any time. Prior to the Expiration Date, the Shareholder shall not tender the Subject Shares into any exchange or tender offer commenced by a third party other than Parent, Purchaser or their respective Affiliates.

Tender of Subject Securities. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby agrees to validly tender the Subject Securities (other than any Unsellable Company Shares that are not available for tender; provided that, Shareholder has entered into the Unsellable Share Liquidity Mechanism contemplated by Section 3.5.2(a) (collectively, the “Tender Shares”), terms or cause such Shareholder’s Tender Shares to be validly and tendered, into the Offer pursuant to expires or is terminated or withdrawn, in each case, in accordance with the terms of the Merger Agreement and the terms of the Offer applicable and the Offer Documents, such Stockholder hereby agrees to such tender the Subject Securities (including by instructing Shareholderor cause such Stockholder’s broker or such other person who is the holder Subject Securities to be tendered, free and clear of record of any Subject Shares to tender such shares all Liens, into the Offer pursuant to the terms of the Offer) promptly following, and in any event no later than the fifth tenth (10th) Business Day following the Commencement Date or if Shareholder has not received commencement of the Offer and the Offer Documents being made publicly available on the SEC’s XXXXX database (the “Deadline”). Without limiting the generality of the foregoing, such Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to such Stockholder’s Subject Securities complying with the terms of the Offer and the Offer Documents, (ii) a certificate (or affidavits of loss in lieu thereof and such other documentation that may be reasonably requested by the Payment Agent) representing such Subject Securities or an “agent’s message” (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Shares, and (iii) all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer and the Offer Documents or (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Securities beneficially owned by such time, within two Business Days following receipt Stockholder to tender such Subject Securities pursuant to and in accordance with clause (a) of such documents but in any event prior to this Section 2.1 and the Expiration Dateterms of the Offer and the Offer Documents. If Shareholder such Stockholder acquires Tender Shares Subject Securities after the date hereofDeadline, unless this Agreement shall have been terminated in accordance with its termsterms or the Offer expires or is terminated or withdrawn, Shareholder in each case, in accordance with the terms of the Merger Agreement, such Stockholder shall promptly tender or cause to be tendered such Tender Shares on or before Subject Securities prior to the earlier of (x) three (3) Business Days following the date that the Stockholder acquires such Subject Securities and (y) the Expiration Date. If Shareholder acquires Tender Shares after the Expiration Date, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares, in the manner applicable to such Tender Shares as set forth in the Offer, before the expiration of any Subsequent OfferTime. Unless this Agreement shall have been terminated in accordance with its termsterms or the Offer expires or is terminated or withdrawn, Shareholder in each case, in accordance with the terms of the Merger Agreement, such Stockholder will not withdraw the Tender SharesSubject Securities, or cause the Tender Shares Subject Securities to be withdrawn, from the Offer at any time. For purposes of this Section 2.1, Subject Securities shall not include any Company Options that are not exercised during the Support Period.

Tender of Subject Securities. Unless this Agreement shall have been validly terminated in accordance with its termsSection 8.12, Shareholder such Stockholder hereby agrees to validly tender the Subject Securities (other than any Unsellable Company Shares that are not available for tender; provided that, Shareholder has entered into the Unsellable Share Liquidity Mechanism contemplated by Section 3.5.2(a) (collectively, the “Tender Shares”), or cause such ShareholderStockholder’s Tender Shares Subject Securities to be validly tendered, free and tenderedclear of all Liens other than Liens arising under this Agreement or applicable securities Laws, into the Offer pursuant to the terms of the Offer applicable to such Subject Securities (including by instructing Shareholder’s broker or such other person who is the holder of record of any Subject Shares to tender such shares into the Offer pursuant to the terms of the Offer) promptly following, and in any event no later than the fifth (5th) Business Day following the Commencement Date or if Shareholder has not received commencement of the Offer and the Offer Documents being made publicly available on the SEC’s XXXXX database (the “Deadline”). Without limiting the generality of the foregoing, such Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to such Stockholder’s Subject Securities complying with the terms of the Offer and the Offer Documents, (ii) a certificate (or affidavits of loss in lieu thereof and such other documentation that may be reasonably requested by the Exchange Agent) representing such Subject Securities or an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Uncertificated Shares, and (iii) all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer and the Offer Documents or (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Securities beneficially owned by such time, within two Business Days following receipt Stockholder to tender such Subject Securities pursuant to and in accordance with clause (a) of such documents but in any event prior to this Section 2.1 and the Expiration Dateterms of the Offer and the Offer Documents. If Shareholder such Stockholder acquires Tender Shares Subject Securities after the date hereofDeadline, unless this Agreement shall have been terminated in accordance with its termsterms or the Offer expires or is terminated or withdrawn, Shareholder in each case, in accordance with the terms of the Merger Agreement, such Stockholder shall promptly tender or cause to be tendered such Tender Shares on or before Subject Securities prior to the earlier of (x) three (3) Business Days following the date that the Stockholder acquires such Subject Securities and (y) the Expiration Date. If Shareholder acquires Tender Shares after the Expiration Date, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares, in the manner applicable to such Tender Shares as set forth in the Offer, before the expiration of any Subsequent OfferTime. Unless this Agreement shall have been terminated in accordance with its termsterms or the Offer expires or is terminated or withdrawn, Shareholder in each case, in accordance with the terms of the Merger Agreement, such Stockholder will not withdraw the Tender SharesSubject Securities, or cause the Tender Shares Subject Securities to be withdrawn, from the Offer at any time. For purposes of this Section 2.1, Subject Securities shall not include any Company Options that are not exercised during the Support Period.

Tender of Subject Securities. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby agrees to validly tender the Subject Securities (other than any Unsellable Company Shares that are not available for tender; provided that, Shareholder has entered into the Unsellable Share Liquidity Mechanism contemplated by Section 3.5.2(a) (collectively, the “Tender Shares”), terms or cause such Shareholder’s Tender Shares to be validly and tendered, into the Offer pursuant to expires or is terminated or withdrawn, in each case, in accordance with the terms of the Merger Agreement and the terms of the Offer applicable and the Offer Documents, such Stockholder hereby agrees to such tender the Subject Securities (including by instructing Shareholderor cause such Stockholder’s broker or such other person who is the holder Subject Securities to be tendered, free and clear of record of any Subject Shares to tender such shares all Liens, into the Offer pursuant to the terms of the Offer) promptly following, and in any event no later than the fifth Business Day tenth (10th) business day following the Commencement Date or if Shareholder has not received commencement of the Offer and the Offer Documents being made publicly available on the SEC’s XXXXX database. Without limiting the generality of the foregoing, such Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to such Stockholder’s Subject Securities complying with the terms of the Offer and the Offer Documents, (ii) a certificate (or affidavits of loss in lieu thereof and such other documentation that may be reasonably requested by the Payment Agent) representing such Subject Securities or an “agent’s message” (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Shares, and (iii) all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer and the Offer Documents or (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Securities beneficially owned by such time, within two Business Days following receipt Stockholder to tender such Subject Securities pursuant to and in accordance with clause (a) of such documents but in any event prior to this Section 3.1 and the Expiration Dateterms of the Offer and the Offer Documents. If Shareholder such Stockholder acquires Tender Shares Subject Securities after the date hereofdeadline in the immediately preceding sentence, unless this Agreement shall have been terminated in accordance with its termsterms or the Offer expires or is terminated or withdrawn, Shareholder in each case, in accordance with the terms of the Merger Agreement, such Stockholder shall promptly tender (and no later than the Expiration Date) or cause to be tendered such Tender Shares on or before the Expiration Date. If Shareholder acquires Tender Shares after the Expiration Date, unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender or cause to be tendered such Tender Shares, in the manner applicable to such Tender Shares as set forth in the Offer, before the expiration of any Subsequent OfferSubject Securities. Unless this Agreement shall have been terminated in accordance with its termsterms or the Offer expires or is terminated or withdrawn, Shareholder in each case, in accordance with the terms of the Merger Agreement, such Stockholder will not withdraw the Tender SharesSubject Securities, or cause the Tender Shares Subject Securities to be withdrawn, from the Offer at any time. For purposes of this Section 3.1, Subject Securities shall not include any Company Options that are not exercised or Company RSUs that do not settle during the Support Period.