Common use of Tender of the Shares Clause in Contracts

Tender of the Shares. (a) Subject to the terms of this Agreement, Stockholder hereby agrees that it shall irrevocably tender its Shares, or cause its Shares to be validly and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (other than Permitted Encumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the tenth (10th) business day after, the commencement of the Offer pursuant to Section 2.1 of the Merger Agreement, Stockholder shall deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the "Tender Date") together with the letter of transmittal and any other documents or instruments required thereby in order to effect the valid tender of Stockholder's Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares and (y) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, unless and until (i) this Agreement shall have been terminated in accordance with Section 11 hereof or (ii) the Offer shall have been terminated in accordance with the Merger Agreement. Upon the occurrence of (i) or (ii) in the preceding sentence, Parent and Acquisition Sub shall promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Parent and Acquisition Sub, to return all tendered Shares to Stockholder.

Tender of the Shares. (a) Subject Each Stockholder hereby agrees that, subject to the terms and conditions of this AgreementSection 8 hereof, (a) such Stockholder hereby agrees that it shall irrevocably tender its Sharesvalidly tender, or cause its Shares to be validly and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (other than Permitted Encumbrances). Without limiting his or its Shares into the generality of the foregoing, Offer as promptly as practicable afterpracticable, but and in any event no event later than the tenth (10th) fifth business day after, following the commencement of the Offer pursuant to Section 2.1 1.1 of the Merger AgreementAgreement (except for those Shares issued upon the exercise of Company Options, Stockholder Company Warrants or other rights to acquire shares of Common Stock or Convertible Preferred Stock after such date, which shall deliver pursuant be validly tendered, or caused to be validly tendered, as promptly as practicable following such exercise, which exercise shall be effected by the terms holder within five business days following commencement of the Offer all Offer) and receipt of the Shares owned by Stockholder as of the date of such applicable tender (the "Tender Date") together with the letter of transmittal and any other documents or instruments required thereby in order to effect the valid tender of Stockholder's Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares offer documentation and (yb) the Expiration Date. Stockholder agrees that, once its Shares are tendered, such Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or the Offer is terminated or has expired without Purchaser purchasing all Shares validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, each Stockholder may decline to tender, or may withdraw, any and all of such Stockholders’ Shares from if, without the consent of such Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price, (ii) reduce the number of Shares subject to the Offer, unless and until (iiii) this Agreement shall have been terminated change the form of consideration payable in accordance with Section 11 hereof the Offer or (iiiv) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition). Each Stockholder shall have been terminated in accordance with give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the Merger Agreementimmediately preceding proviso. Upon Notwithstanding anything herein to the occurrence contrary, the holders of (i) or (ii) the Convertible Preferred Stock shall retain the option and right to instruct the tender agent to take all steps necessary to convert their shares into Common Stock at any time prior to the Purchase of such shares in the preceding sentence, Parent and Acquisition Sub shall promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Parent and Acquisition Sub, to return all tendered Shares to StockholderOffer.

Tender of the Shares. Stockholder hereby agrees that, subject to the terms and conditions of Section 8 hereof, (a) Subject to the terms of this Agreement, Stockholder hereby agrees that it shall irrevocably tender its Sharesvalidly tender, or cause its Shares to be validly and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (other than Permitted Encumbrances). Without limiting its Shares into the generality of the foregoing, Offer as promptly as practicable afterpracticable, but and in any event no event later than the tenth (10th) fifth business day afterday, following the commencement of the Offer pursuant to Section 2.1 2.1.1 of the Merger AgreementAgreement (except for those Shares issued upon the exercise of options, Stockholder warrants or other rights to acquire shares of Common Stock after such date, which shall deliver pursuant be validly tendered, or caused to the terms be validly tendered, as promptly as practicable following such exercise) and receipt of the Offer all of the Shares owned by Stockholder as of the date of such applicable tender (the "Tender Date") together with the letter of transmittal and any other documents or instruments required thereby in order to effect the valid tender of Stockholder's Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares offer documentation and (yb) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, so tendered unless and until (i) this Agreement shall have been is terminated in accordance with Section 11 hereof its terms or the Offer is terminated or has expired without Purchaser purchasing all Shares validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, Stockholder may decline to tender, or may withdraw, any and all of such Stockholder's Shares if, without the consent of such Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price, (ii) reduce the number of Shares subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) reduce the percentage required for the Minimum Condition or (v) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition). Stockholder shall have been terminated in accordance with give Purchaser at least two (2) business days prior notice of any withdrawal of its Shares pursuant to the Merger Agreement. Upon the occurrence of (i) or (ii) in the immediately preceding sentence, Parent and Acquisition Sub shall promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Parent and Acquisition Sub, to return all tendered Shares to Stockholderproviso.

Tender of the Shares. Each Stockholder hereby agrees that, subject to the terms and conditions of Section 8 hereof, (a) Subject to the terms of this Agreement, such Stockholder hereby agrees that it shall irrevocably tender its Sharesvalidly tender, or cause its Shares to be validly and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (other than Permitted Encumbrances). Without limiting his or its Shares into the generality of the foregoing, Offer as promptly as practicable afterpracticable, but and in any event no event later than the tenth (10th) fifth business day afterday, following the commencement of the Offer pursuant to Section 2.1 1.1 of the Merger AgreementAgreement (except for those Shares issued upon the exercise of Company Options, Stockholder Company Warrants or other rights to acquire shares of Common Stock or Series B Preferred Stock after such date, which shall deliver pursuant be validly tendered, or caused to the terms be validly tendered, as promptly as practicable following such exercise) and receipt of the Offer all of the Shares owned by Stockholder as of the date of such applicable tender (the "Tender Date") together with the letter of transmittal and any other documents or instruments required thereby in order to effect the valid tender of Stockholder's Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares offer documentation and (yb) the Expiration Date. Stockholder agrees that, once its Shares are tendered, such Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or the Offer is terminated or has expired without Purchaser purchasing all Shares validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, each Stockholder may decline to tender, or may withdraw, any and all of such Stockholders' Shares from if, without the consent of such Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price, (ii) reduce the number of Shares subject to the Offer, unless and until (iiii) this Agreement shall have been terminated change the form of consideration payable in accordance with Section 11 hereof the Offer or (iiiv) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition). Each Stockholder shall have been terminated in accordance with give Purchaser at least two (2) business days' prior notice of any withdrawal of its Shares pursuant to the Merger Agreementimmediately preceding proviso. Upon Notwithstanding anything herein to the occurrence contrary, the holders of (i) or (ii) the Series B Preferred Stock shall retain the option and right to instruct the tender agent to take all steps necessary to convert their shares into Common Stock at any time prior to the Purchase of such shares in the preceding sentence, Parent and Acquisition Sub shall promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Parent and Acquisition Sub, to return all tendered Shares to StockholderOffer.

Tender of the Shares. (a) Subject to the terms of this Agreement, Stockholder hereby agrees that it shall irrevocably tender its Shares, or cause its Shares to be validly and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (other than Permitted Encumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the tenth (10th) business day after, the commencement of the Offer pursuant to Section 2.1 of the Merger Agreement, Stockholder shall deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the "“Tender Date"”) together with the letter of transmittal and any other documents or instruments required thereby in order to effect the valid tender of Stockholder's ’s Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares and (y) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, unless and until (i) this Agreement shall have been terminated in accordance with Section 11 hereof or (ii) the Offer shall have been terminated in accordance with the Merger Agreement. Upon the occurrence of (i) or (ii) in the preceding sentence, Parent and Acquisition Sub shall promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Parent and Acquisition Sub, to return all tendered Shares to Stockholder.

Tender of the Shares. Stockholder hereby agrees that, subject to the terms and conditions of Section 8 hereof, (a) Subject to the terms of this Agreement, Stockholder hereby agrees that it shall irrevocably tender its Sharesvalidly tender, or cause its Shares to be validly and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (other than Permitted Encumbrances). Without limiting its Shares into the generality of the foregoing, Offer as promptly as practicable afterpracticable, but and in any event no event later than the tenth (10th) fifth business day afterday, following the commencement of the Offer pursuant to Section 2.1 2.1.1 of the Merger AgreementAgreement (except for those Shares issued upon the exercise of options, Stockholder warrants or other rights to acquire shares of Common Stock after such date, which shall deliver pursuant be validly tendered, or caused to the terms be validly tendered, as promptly as practicable following such exercise) and receipt of the Offer all of the Shares owned by Stockholder as of the date of such applicable tender (the "Tender Date") together with the letter of transmittal and any other documents or instruments required thereby in order to effect the valid tender of Stockholder's Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares offer documentation and (yb) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, so tendered unless and until (i) this Agreement shall have been is terminated in accordance with Section 11 hereof its terms or the Offer is terminated or has expired without Purchaser purchasing all Shares validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, Stockholder may decline to tender, or may withdraw, any and all of such Stockholder’s Shares if, without the consent of such Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price, (ii) reduce the number of Shares subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) reduce the percentage required for the Minimum Condition or (v) amend or modify any term or condition of the Offer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition). Stockholder shall have been terminated in accordance with give Purchaser at least two (2) business days prior notice of any withdrawal of its Shares pursuant to the Merger Agreement. Upon the occurrence of (i) or (ii) in the immediately preceding sentence, Parent and Acquisition Sub shall promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Parent and Acquisition Sub, to return all tendered Shares to Stockholderproviso.

Tender of the Shares. (a) Subject to the terms of this Agreement, unless the Merger Agreement has been terminated in accordance with its terms, Stockholder hereby agrees that it shall irrevocably tender its Shares, or cause its Shares to be validly and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (other than Permitted Encumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the tenth (10th) business day after, after the commencement of the Offer pursuant to Section 2.1 of the Merger Agreement, Stockholder shall deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the "“Tender Date"”) together with the letter of transmittal and any other documents or instruments expressly required thereby in order to effect the valid tender of Stockholder's ’s Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that Stockholder shall acquire such Shares and (y) the Expiration Date. Stockholder agrees that, once its Shares are tendered, Stockholder shall not withdraw any of such Shares from the Offer, unless and until (i) this Agreement shall have been terminated in accordance with Section 11 hereof or (ii) the Offer shall have been terminated in accordance with the Merger Agreement. Upon the occurrence of (i) or (ii) in the preceding sentence, Parent and Acquisition Merger Sub shall promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Parent and Acquisition Merger Sub, to return all tendered Shares to Stockholder.