Common use of Tender of Subject Shares Clause in Contracts

Tender of Subject Shares. (i) Subject to the terms of this Agreement, each Stockholder agrees to tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances except for Permitted Encumbrances. Without limiting the generality of the foregoing, each Stockholder hereby agrees that promptly following, and in any event no later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or if such Stockholder has not received the Offer Documents by such time, within five (5) Business Days following receipt of such documents), such Stockholder shall (i) deliver pursuant to the terms of the Offer (A) a letter of transmittal covering all of such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a Certificate or Certificates (or affidavits of loss in lieu thereof) representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request) in the case of any Book-Entry Shares, and (C) all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer, and (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Shares beneficially owned by such Stockholder to tender such Shares free and clear of all Encumbrances (other than Permitted Encumbrances) in accordance with this Section 3(a) and the terms of the Offer. In the case of any Shares acquired by such Stockholder subsequent to the Agreement Date, within three (3) Business Days after such Stockholder acquires beneficial ownership of such Shares free and clear of all Encumbrances that would prevent, interfere with or impede the transfer of such Shares, such Stockholder shall take the actions specified in this Section 3(a) with respect to such Shares.

Tender of Subject Shares. (i) Subject to the terms of this Agreement, each Stockholder agrees (a) to promptly (and, in any event, not later than five business days after the date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act (the “Offer Commencement Date”) validly tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares validly tendered, pursuant to and in accordance with the terms of the Offer, all of the Subject Shares Owned by Stockholder as of the date of this Voting Agreement (free and clear of all Encumbrances except for Permitted Encumbrances. Without limiting any encumbrances or restrictions), (b) if Stockholder acquires Ownership of any additional Subject Shares after the generality date of the foregoingthis Voting Agreement, each including by exercise of Options, to promptly (and, in any event, not later than two business days after Stockholder hereby agrees that promptly followingacquires Ownership of such additional Subject Shares) validly tender or cause to be validly tendered, pursuant to and in any event no later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or if such Stockholder has not received the Offer Documents by such time, within five (5) Business Days following receipt of such documents), such Stockholder shall (i) deliver pursuant to the terms of the Offer (A) a letter of transmittal covering all of such Stockholder’s Subject Shares complying accordance with the terms of the Offer, all of such additional Subject Shares (B) a Certificate or Certificates (or affidavits of loss in lieu thereof) representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request) in the case free and clear of any Book-Entry Sharesencumbrances or restrictions) and (c) without limiting the scope of the foregoing, to exercise Stockholder’s Options to the extent such Options have an exercise price less than the Offer Price, and (C) all other documents validly tender or instruments required cause to be delivered by stockholders of the Company validly tendered, pursuant to and in accordance with the terms of the Offer, the Subject Shares issued in connection with such exercise of Options; provided, however, that Stockholder’s obligations under clause (c) shall only be triggered if (i) all of the conditions to the Offer, other than the Minimum Condition, have been satisfied and (ii) instruct such Stockholder’s broker or such other Person that is tender of those Subject Shares issued in connection with the holder exercise of record of its Options, together with any Shares beneficially owned tendered by such Stockholder other Persons under similar agreements, would cause the Minimum Condition to tender such Shares free and clear of all Encumbrances (other than Permitted Encumbrances) in accordance with this Section 3(a) and the terms of the Offer. In the case of any Shares acquired by such Stockholder subsequent to the Agreement Date, within three (3) Business Days after such Stockholder acquires beneficial ownership of such Shares free and clear of all Encumbrances that would prevent, interfere with or impede the transfer of such Shares, such Stockholder shall take the actions specified in this Section 3(a) with respect to such Sharesbe satisfied.