Common use of Tender of the Shares Clause in Contracts

Tender of the Shares. Unless this Agreement shall have been terminated in accordance with its terms, the Stockholder hereby agrees that he, she or it shall (i) tender the Shares (and deliver any certificates evidencing the Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed), or cause the Shares to be tendered, into the Offer promptly following the date hereof, and in any event no later than five Business Days prior to the Initial Expiration Time of the Offer, free and clear of all Encumbrances, and (ii) not withdraw the Shares, or cause the Shares to be withdrawn, from the Offer at any time. If the Stockholder acquires Shares after the date hereof, the Stockholder shall (A) tender or cause to be tendered such Shares on or before the fifth Business Day prior to the Initial Expiration Time or, if later, on or before the Business Day after such acquisition but in any event prior to the Expiration Time, and (B) not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time. In furtherance of and without limiting the generality of the foregoing, on or before the fifth Business Day prior to the Initial Expiration Time, the Stockholder shall (i) deliver or cause to be delivered to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to the Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer and (B) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer or the Offer Documents and (ii) instruct and cause any other Person who is the holder of record of any Shares beneficially owned by the Stockholder (including the Stockholder’s broker) to validly tender into the Offer such Shares pursuant to and in accordance with the terms and conditions of the Offer and the Offer Documents.

Tender of the Shares. Unless this Agreement shall have been terminated in accordance with its terms, the Stockholder Xxxxxx hereby agrees that he, she or it shall (i) tender the Shares (and deliver any certificates evidencing the Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed), or cause the Shares to be tendered, into the Offer promptly following the date hereof, and in any event no later than five Business Days prior to the Initial Expiration Time of the Offer, free and clear of all Encumbrances, and (ii) not withdraw the Shares, or cause the Shares to be withdrawn, from the Offer at any time. If the Stockholder Xxxxxx acquires Shares after the date hereof, the Stockholder Xxxxxx shall (A) tender or cause to be tendered such Shares on or before the fifth Business Day prior to the Initial Expiration Time or, if later, on or before the Business Day after such acquisition but in any event prior to the Expiration Time, and (B) not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time. In furtherance of and without limiting the generality of the foregoing, on or before the fifth Business Day prior to the Initial Expiration Time, the Stockholder Xxxxxx shall (i) deliver or cause to be delivered to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to the Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer and (B) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer or the Offer Documents and (ii) instruct and cause any other Person who is the holder of record of any Shares beneficially owned by the Stockholder (including the Stockholder’s broker) to validly tender into the Offer such Shares pursuant to and in accordance with the terms and conditions of the Offer and the Offer Documents.

Tender of the Shares. Unless (a) Prior to the termination of this Agreement Agreement, each Stockholder shall have been terminated (1) validly tender into the Offer (and not withdraw) and sell, pursuant to and in accordance with its termsthe terms of the Offer and the Offer Documents, the all Shares held of record by such Stockholder hereby agrees that he, she or it shall and (i2) tender the Shares (and deliver any certificates evidencing the Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any applicable, instruct the record owner of such certificates have been lost, misplaced or destroyed), or cause all other beneficially owned Shares (including the Shares Stockholder’s broker) to be tendered, validly tender into the Offer promptly following the date hereof(and not withdraw) and sell, pursuant to and in any event no accordance with the terms of the Offer and the Offer Documents, the Shares, in each case not later than five the tenth Business Days prior to the Initial Expiration Time Day after commencement of the Offer, free and clear of all Encumbrancesor with respect to any Shares acquired after such date, and (ii) not withdraw the Shares, or cause the Shares to be withdrawn, from the Offer at any time. If the Stockholder acquires Shares after the date hereof, the Stockholder shall (A) tender or cause to be tendered such Shares on or before the fifth Business Day prior to the Initial Expiration Time or, if later, on or before expiration of the Business Day after such acquisition but in any event prior to the Expiration Time, and (B) not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any timeOffer. In furtherance of and without limiting the generality of the foregoing, on or before no later than the fifth tenth Business Day prior to after the Initial Expiration Timecommencement of the Offer, the each Stockholder shall (i) deliver or cause instruct to be delivered by the record owner of all beneficially owned Shares to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to the his or its Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer Offer, (B) any certificates representing his or its Shares and (BC) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer or the Offer Documents Documents, and (ii) instruct take any and cause any all other Person who is actions reasonably necessary to accomplish the holder provisions of record of this Section 4(a). If, notwithstanding the foregoing, any Shares beneficially owned by are for any reason not purchased pursuant to the Offer, such Shares will remain subject to the terms of this Agreement. Each Stockholder (including acknowledges that Merger Sub’s obligation to accept for payment and pay for the Stockholder’s broker) to validly tender into Shares in the Offer such Shares pursuant is subject to and in accordance with all the terms and conditions of the Offer and the Offer DocumentsOffer.