Tender of the Shares. (a) Stockholder hereby agrees that it shall irrevocably tender (and deliver any certificates evidencing) its Shares, or cause its Shares to be irrevocably tendered, into the Class B Offer promptly following, and in any event no later than the first business day following, the commencement of the Class B Offer pursuant to Section 1.1 of the Merger Agreement (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 Purchaser agree that Stockholder may withdraw its Shares from the Class B Offer at any time following the termination of this Agreement or as otherwise provided pursuant to Section 9 hereof.
Appears in 4 contracts
Samples: Stockholder Agreement (Orbitz Inc), Stockholder Agreement (Cendant Corp), Stockholder Agreement (Cendant Corp)
Tender of the Shares. (a) Stockholder hereby agrees that it shall irrevocably tender (and deliver any certificates evidencing) its Shares, or cause its Shares to be irrevocably tendered, into the Class B Offer promptly following, and in any event no later than the first business day following, the commencement of the Class B Offer pursuant to Section 1.1 of the Merger Agreement (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 Purchaser agree that Stockholder may withdraw its Shares from the Class B Offer at any time following the termination of this Agreement or as otherwise provided pursuant to Section 9 hereof.
Appears in 4 contracts
Samples: Stockholder Agreement (Cendant Corp), Stockholder Agreement (Cendant Corp), Stockholder Agreement (Cendant Corp)
Tender of the Shares. (a) Stockholder hereby agrees that it shall irrevocably tender (and deliver any certificates evidencing) its Shares, or cause its Shares to be irrevocably tendered, into the Class B A Offer promptly following, and in any event no later than the first business day following, the commencement of the Class B A Offer pursuant to Section 1.1 of the Merger Agreement (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 Purchaser agree that Stockholder may withdraw its Shares from the Class B A Offer at any time following the termination of this Agreement or as otherwise provided pursuant to Section 9 hereof.
Appears in 2 contracts
Samples: Stockholder Agreement (Orbitz Inc), Stockholder Agreement (Cendant Corp)
Tender of the Shares. (a) Stockholder Each of the Stockholders hereby agrees that it shall irrevocably validly tender (and deliver any certificates evidencing) its Shares, or cause its Shares to be irrevocably validly tendered, into the Class B Offer promptly following, and in any event no later than the first third (3rd) business day following, following the commencement of the Class B Offer pursuant to Section 1.1 of the Merger Agreement (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 Purchaser agree that Stockholder the Stockholders may withdraw its their Shares from the Class B Offer at any time following the termination of this Agreement or Agreement, as otherwise provided pursuant to Section 9 hereof8 hereof or upon the Offer being terminated in accordance with the terms of the Merger Agreement.
Appears in 1 contract
Tender of the Shares. (a) Stockholder Each of the Stockholders hereby agrees that it shall irrevocably validly tender (and deliver any certificates evidencing) its Shares, or cause its Shares to be irrevocably validly tendered, into the Class B Offer promptly following, and in any event no later than the first third (3 rd ) business day following, following the commencement of the Class B Offer pursuant to Section 1.1 of the Merger Agreement (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 Purchaser agree that Stockholder the Stockholders may withdraw its their Shares from the Class B Offer at any time following the termination of this Agreement or Agreement, as otherwise provided pursuant to Section 9 hereof8 hereof or upon the Offer being terminated in accordance with the terms of the Merger Agreement.
Appears in 1 contract
Samples: Support Agreement (Jab Beech Inc.)
Tender of the Shares. (a) Stockholder hereby agrees that it shall irrevocably tender (and deliver any certificates evidencing) its Shares, or cause its Shares to be irrevocably tendered, into the Class B A Offer promptly following, and in any event no later than the first business day following, the commencement of the Class B A Offer pursuant to Section 1.1 of the Merger Agreement (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 Purchaser agree that Stockholder may withdraw its Shares from the Class B A Offer at any time following the termination of this Agreement or as otherwise provided pursuant to Section 9 hereof.
Appears in 1 contract
Samples: Stockholder Agreement (Cendant Corp)