Common use of Tender of the Covered Shares Clause in Contracts

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 (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Covered Shares beneficially held by it, or cause its Covered Shares to be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may withdraw its Covered Shares from the Offer at any time following (i) the date that the Offer is terminated or withdrawn or expires without the Covered Shares having been accepted for purchase in the Offer or (ii) the Termination Date (as defined in Section 10 below) shall have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. (b) Stockholder agrees that once the Covered Shares are tendered into the Offer, Stockholder will not withdraw any Covered Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in, any class action with respect to any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any person in connection with the negotiation and entry into the Merger Agreement. (d) If (i) the Offer is terminated or withdrawn or expires without the Covered Shares having been accepted for purchase in the Offer or (ii) the Termination Date occurs, Parent and Merger Sub shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub to return, all tendered Covered Shares to the Stockholder.

Tender of the Covered Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it that he shall duly tender (and deliver any certificates evidencingevidencing or an appropriate affidavit of lost certificate with respect thereto to the extent such certificates have been lost, misplaced or destroyed) the his Covered Shares beneficially held by itShares, or cause its his Covered Shares to be duly 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 initial expiration date of Expiration Date (the Offer, in accordance with the procedures set forth in the Offer Documents“Tender Date”), free and clear of all Liens (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that . If Stockholder may withdraw its acquires Covered Shares from the Offer at any time following (i) after the date that hereof, including upon 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. (b) Stockholder agrees that once the Covered Shares are tendered into the Offerexercise of Company Options, Stockholder will not withdraw any Covered Shares from the Offer unless and until (i) the Offer 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 terms 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 the Merger all Encumbrances. Unless this Agreement or (ii) the Termination Date shall have occurredbeen 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. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in, any class action with respect to any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any person in connection with the negotiation and entry into the Merger Agreement. (db) If (i) the Offer is terminated or withdrawn by the Purchaser, or expires without the Merger Agreement is terminated prior to the purchase of Covered Shares having been accepted for purchase in the Offer or (ii) the Termination Date occursOffer, Parent and Merger Sub the Purchaser shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub the Purchaser to return, all tendered Covered Shares tendered by Stockholder in the Offer to the Stockholder.

Tender of the Covered Shares. (a) Stockholder Shareholder hereby irrevocably (subject to Section 9) undertakes to, and agrees thatthat it shall, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the its Covered Shares beneficially held by itthat are Shares, or cause its Covered Shares that are 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 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 Parent and Merger Sub agree that Stockholder may it will not withdraw its such Covered Shares, or cause such Covered Shares to be withdrawn, from the Offer at any time following time. (b) Shareholder hereby agrees that Shareholder will not, and if any of its Covered Shares are held by a nominee for Shareholder, Shareholder shall cause the holder of record of any such Covered Shares not to, (x) tender any Covered Shares in connection with any Alternative Acquisition Proposal, (y) vote (or cause to be voted), any Covered Shares beneficially owned by Shareholder as of the record date for any meeting of the shareholders of the Company, or in any other circumstance in which the vote or other approval of the shareholders of the Company is sought as to a matter described in any of clauses (i) or (ii) below: (i) for any Alternative Acquisition Proposal or any proposal relating to an Alternative Acquisition Proposal; or (ii) for any Alternative Acquisition Agreement or merger, demerger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the date that Company or its Subsidiaries (other than the Purchase Agreement and any Post-Offer Reorganization documentation and transactions); or (z) propose, agree or commit to take any of the foregoing actions or publicly support any of the foregoing. (c) If the Offer is terminated or withdrawn by Buyer 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. (b) Stockholder agrees that once the Covered Shares are tendered into the Offer, Stockholder will not withdraw any Covered Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in, any class action with respect to any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any person in connection with the negotiation and entry into the Merger Agreement. (d) If (i) the Offer is terminated or withdrawn or expires without pursuant to Section 9, in each case prior to the Covered Shares having been accepted for purchase Closing, Buyer shall (and Parent shall cause Buyer to) return promptly (and in the Offer or any event within no more than five (ii5) the Termination Date occurs, Parent and Merger Sub shall promptly returnBusiness Days), and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub Buyer to return, all tendered any Covered Shares tendered by Shareholder in the Offer to Shareholder. (d) Notwithstanding anything in this Agreement to the Stockholdercontrary, nothing herein shall require Shareholder to exercise any Company Option or other equity award or require Shareholder to purchase any Shares, and nothing herein shall prohibit Shareholder from exercising any Company Option held by such Shareholder as of the date of this Agreement.

Tender of the Covered Shares. (a) Stockholder Shareholder hereby irrevocably (subject to Section 8) undertakes to, and agrees thatthat it shall, unless the Offer is earlier terminated tender, or withdrawn by Merger Subcause to be tendered, it shall duly tender (and deliver any certificates evidencing) all of the Covered Shares beneficially held by it(excluding, or cause its Covered Shares to be duly tenderedfor the avoidance of doubt, any Company Restricted Shares) 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, each case free and clear of all Liens (other than Permitted Encumbrancestransfer restrictions of general applicability as may be provided under 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 of the foregoing clauses (i) or (ii) (and regardless of when Shareholder has received the Offer Documents); provided , prior to the Expiration Time. Subject to Section 8, Xxxxxxxxxxx agrees that Parent and Merger Sub agree that Stockholder may it will not withdraw its such Covered Shares, or cause or permit such Covered Shares to be withdrawn, from the Offer at any time time. (b) Shareholder hereby agrees that Shareholder will not, and shall cause each other holder of record on any applicable record dates not to, (x) tender any Covered Shares in connection with any Alternative Acquisition Proposal, (y) vote (or cause to be voted) any Covered Shares at any Company Shareholders Meeting or in any other circumstance in which the vote or other approval of the shareholders of the Company is sought as to a matter described in any of the following clauses (i) or (ii): (i) for any Alternative Acquisition Proposal or any proposal relating to an Alternative Acquisition Proposal; or (ii) for any Alternative Acquisition Agreement or merger, demerger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the date that Company or its Subsidiaries (other than the Purchase Agreement, the Back-End Transaction and/or any documentation and transactions related thereto); or (iii) propose, agree or commit to take any of the foregoing actions or publicly support, approve, endorse or recommend any of the foregoing, subject to Section 4(b). (c) If the Offer is terminated or withdrawn by Buyer pursuant to the Purchase Agreement, or expires without this Agreement is terminated pursuant to Section 8, in each case prior to the Closing, the Company shall instruct Buyer and Parent to return promptly (and in any event within no more than five (5) Business Days), and to cause any depository acting on behalf of Buyer to return, any Covered Shares having been accepted for purchase tendered by Shareholder in the Offer or (ii) the Termination Date (as defined in Section 10 below) shall have occurred. (b) Stockholder agrees that once the Covered Shares are tendered into the Offer, Stockholder will not withdraw any Covered Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in, any class action with respect to any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any person in connection with the negotiation and entry into the Merger AgreementShareholder. (d) If (i) Notwithstanding anything in this Agreement to the Offer is terminated contrary, nothing herein shall require Shareholder to exercise any Company Equity Award or withdrawn or expires without the Covered Shares having been accepted for require Shareholder to purchase in the Offer or (ii) the Termination Date occurs, Parent and Merger Sub shall promptly returnany Shares, and shall cause any depository or paying agent acting on behalf Shareholder will not be deemed in breach of Parent and Merger Sub this Section 2 as a result of Shareholder’s failure to return, all tendered Covered tender Company Restricted Shares to into the StockholderOffer.