Tender of the Covered Shares Sample Clauses

Tender of the Covered Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, Stockholder hereby agrees that he shall tender (and deliver any certificates evidencing or an appropriate affidavit of lost certificate with respect thereto to the extent such certificates have been lost, misplaced or destroyed) his Covered Shares, or cause his Covered Shares to be tendered, into the Offer promptly following, and in any event no later than the tenth (10th) Business Day following the commencement of the Offer, or if Stockholder has not received the Offer Documents by such time, within two (2) Business Days following receipt of such documents but in any event prior to the Expiration Date (the “Tender Date”), free and clear of all Encumbrances. If Stockholder acquires Covered Shares after the date hereof, including upon the exercise of Company Options, unless this Agreement shall have been terminated in accordance with its terms, Stockholder shall tender or cause to be tendered such Covered Shares on or before the Tender Date, or, if later, on or before the second (2nd) Business Day after such acquisition but in any event prior to the Expiration Date, free and clear of all Encumbrances. Unless this Agreement shall have been terminated in accordance with its terms, Stockholder will not withdraw his Covered Shares, or cause his Covered Shares to be withdrawn, from the Offer at any time.
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Tender of the Covered Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Covered Shares beneficially held by it, or cause its Covered Shares to be duly tendered, into the Offer promptly following, and in any event no later than two (2) Business Days prior to the initial expiration date of the Offer, in accordance with the procedures set forth in the Offer Documents, free and clear of all Liens (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Covered Shares from the Offer at any time following (i) the date that the Offer is terminated or withdrawn or expires without the Covered Shares having been accepted for purchase in the Offer or (ii) the Termination Date (as defined in Section 10 below) shall have occurred.
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Tender of the Covered Shares. Each Stockholder hereby agrees that it shall (i) tender its Covered Shares or cause to be tendered (and deliver any certificates evidencing such Covered Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed), into the Offer promptly following the date the Offer is commenced, and in any event no later than ten (10) business days after the commencement of the Offer, free and clear of all Encumbrances and (ii) not withdraw or cause to be withdrawn, its Covered Shares from the Offer at any time. If a Stockholder acquires Covered Shares after the date hereof, such Stockholder shall (A) tender, or cause to be tendered, such Covered Shares into the Offer on or before the fifth (5th) business day prior to the expiration of the Offer or, if later, on or before the second (2nd) business day after such acquisition but in any event prior to the expiration of the Offer, and (B) not withdraw, or cause to be withdrawn, such Covered Shares from the Offer at any time.
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Tender of the Covered Shares. (a) Each Principal Holder hereby agrees that, during the term of this Agreement, unless the Offer is earlier terminated or withdrawn by Acquisition Sub, it shall duly tender (and deliver any certificates evidencing) the Covered Shares beneficially held by him or her, or cause his Covered Shares to be duly tendered, into the Offer in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances.
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Tender of the Covered Shares. (a) Shareholder hereby irrevocably (subject to Section 9) undertakes to, and agrees that it shall, tender its Covered Shares that are Shares, or cause its Covered Shares that are Shares to be tendered, into the Offer free and clear of all Liens (other than those attached pursuant to the Company Shareholder Agreement and applicable securities Laws) (i) in the case of Owned Shares, promptly and in any event no later than ten (10) Business Days following the commencement of the Offer, and (ii) in the case of Additional Owned Shares, promptly and in any event no later than ten (10) Business Days after such Shares are obtained but, in each case, if Shareholder has not received the Offer Documents by such time, within five (5) Business Days following receipt of such documents, but in any event prior to the expiration of the Offer. Subject to Section 9, Shareholder agrees that it will not withdraw such Covered Shares, or cause such Covered Shares to be withdrawn, from the Offer at any time.
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Tender of the Covered Shares. As promptly as practicable after the commencement of the Offer, and in any event no later than the tenth (10th) Business Day following commencement of the Offer, each Principal Holder shall validly tender into the Offer (and deliver any certificates evidencing, to the extent such Covered Shares are in certificated form) all of the Covered Shares owned by such Principal Holder in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances. If a Principal Holder acquires any Covered Shares after the tenth (10th) Business Day following the commencement of the Offer, such Principal Holder shall validly tender into the Offer (and deliver any certificates evidencing to the extent such Covered Shares are in certificated form) such Covered Shares on or prior to the Expiration Date.
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Tender of the Covered Shares. As promptly as practicable after the commencement of the Offer, and in any event no later than the tenth (10th) Business Day following commencement of the Offer, the Principal Holder shall validly tender into the Offer (and deliver any certificates evidencing, to the extent such Covered Shares are in certificated form) all of the Covered Shares Beneficially Owned by the Principal Holder in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances. If the Principal Holder acquires any Covered Shares after the tenth (10th) Business Day following the commencement of the Offer, the Principal Holder shall validly tender into the Offer (and deliver any certificates evidencing, to the extent such Covered Shares are in certificated form) such Covered Shares on or prior to the Expiration Date in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances. Without limiting the generality of the foregoing, in connection with tendering Covered Shares, the Principal Holder shall (a) deliver or cause to be delivered to Purchaser (or its authorized agent), pursuant to the terms of the Offer and prior to the Expiration Date, (i) a letter of transmittal with respect to all of the Covered Shares complying with the terms of the Offer, (ii) any Certificate, or agent’s message (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of any Book-Entry Share, representing the Covered Shares, and (iii) all other documents or instruments required to be delivered by other holders of Shares pursuant to the terms of the Offer and (b) take all other action required to validly tender or cause to be validly tendered into the Offer prior to the Expiration Date all of the Covered Shares.
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Related to Tender of the Covered Shares

  • Tender of the Shares (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by it, or cause its Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date.

  • Tender of Shares (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser 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 Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock 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 (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

  • Transfer of this Warrant The Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole or in part, as long as such sale or other disposition is made pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. Upon such transfer or other disposition (other than a pledge), the Holder shall deliver this Warrant to the Company together with a written notice to the Company, substantially in the form of the Transfer Notice attached hereto as Exhibit B (the “Transfer Notice”), indicating the person or persons to whom this Warrant shall be transferred and, if less than all of this Warrant is transferred, the number of Warrant Shares to be covered by the part of this Warrant to be transferred to each such person. Within three (3) Business Days of receiving a Transfer Notice and the original of this Warrant, the Company shall deliver to the each transferee designated by the Holder a Warrant or Warrants of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder a Warrant for the remaining number of Warrant Shares.

  • Escrow of Unvested Shares For purposes of facilitating the enforcement of the provisions of Section 3, Purchaser agrees, immediately upon receipt of the stock certificate or, in the case of uncertificated securities, notice of issuance, for the Shares subject to the Repurchase Option, to deliver any such stock certificate(s) as well as a Stock Power in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such Shares (and stock certificate(s), if any) and Stock Power in escrow and to take all such actions and to effectuate all such transfers and/or releases as are required in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

  • Tender of Stock Notwithstanding the foregoing, the Option may not be exercised by tender to the Company of shares of Stock to the extent such tender of Stock would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company's stock. The Option may not be exercised by tender to the Company of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • Transfer of Subject Shares Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Company (such consent to be given or withheld in its sole discretion), from and after the date hereof, each Stockholder agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, or (c) take any actions (i) having the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

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