Tendering of Shares. In the event that the Merger Agreement is terminated pursuant to Section 8.01(g) of the Merger Agreement in order for the Company to enter into a binding agreement that provides for a Superior Proposal in accordance with Section 5.02(e) of the Merger Agreement that is structured as a tender or exchange offer with a minimum condition of a majority of the outstanding shares of Common Stock that is not waived, the Stockholders shall (i) accept such offer in the same proportion as the number of shares of Company Common Stock owned by Unaffiliated Stockholders that are tendered or exchanged bears to the total number of shares of Company Common Stock owned by Unaffiliated Stockholders and tender or exchange, as applicable, such proportion of the Subject Shares pursuant to such offer, provided, that in lieu of tendering in such proportion, each Stockholder may, in his or its sole discretion, tender or exchange or cause to be tendered or exchanged all or a greater proportion of its Subject Shares, and (ii) not withdraw any Subject Shares tendered pursuant to such offer (unless recommended to do so by Board Action). The Company shall timely provide to each Stockholder sufficient information to confirm the manner in which the shares of Company Common Stock shall be, or have been, tendered in any tender or exchange offer pursuant to this Section 2.
Tendering of Shares. In the event that the Merger Agreement is terminated and in connection with such termination the Company enters into a definitive agreement with respect to a Superior Proposal that is structured as a tender or exchange offer with a minimum condition of a majority of the outstanding shares of Common Stock that is not waived, the Stockholders shall (i) accept such offer in the same proportion as the number of Shares owned by Unaffiliated Stockholders that are tendered or exchanged bears to the total number of Shares owned by Unaffiliated Stockholders and tender or exchange, as applicable, such proportion of the Subject Shares pursuant to such offer, provided that in lieu of tendering in such proportion, each Stockholder may, in his or its sole discretion, tender or exchange or cause to be tendered or exchanged all or a greater proportion of its Subject Shares, and (ii) not withdraw any Subject Shares tendered pursuant to such offer (unless recommended to do so by Board Action). The Company shall timely provide to each Stockholder sufficient information to confirm the manner in which the Shares shall be, or have been, tendered in any tender or exchange offer pursuant to this Section 2.
Tendering of Shares. As soon as practicable, but not later than two (2) business days before the initial expiration date of the Tender Offer by its terms, the Stockholder shall tender (and not withdraw) his/its Owned Shares in compliance with the terms of the Tender Offer. The Stockholder shall not tender the Owned Shares into any exchange or tender offer commenced by a third party other than Purchaser or any subsidiary of Purchaser.
Tendering of Shares. The Sellers hereby agree that each of them will tender 80% of his shares of NAI Common Stock in the Exchange Offer; provided, however, that in the event that less than 80% of the issued and outstanding shares of NAI Common Stock are tendered to the Buyer in connection with the Exchange Offer, the Sellers shall tender such additional number of their own shares of NAI Common Stock such that at least 80% of the issued and outstanding shares of NAI Common Stock are tendered to the Buyer in connection with the Exchange Offer; provided further, however, that in no event shall the Sellers be required to tender more than 90% of the shares of NAI Common Stock owned by the Sellers.
Tendering of Shares. 2 1.3. Closing ................................................................................................2
Tendering of Shares. Within ten (10) days after the Company delivers the Purchase Notice, the Subject Shares Seller will (i) deliver to the Company all stock certificates evidencing the Subject Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, and (ii) take such other action as the Company requests to transfer and assign the Subject Shares to the Company free and clear of all liens, claims, pledges or other encumbrances of any nature whatsoever, including voting trusts or agreements, proxies and marital or community property interests. The Company’s purchase of all of the Subject Share Seller’s interest in the Subject Shares will be effective as set forth in Section 7(d), irrespective of whether and when the Subject Shares Seller completes the foregoing actions. However, if it wishes, the Company may withhold payment of the purchase price for the Subject Shares until the Subject Shares Seller completes the foregoing actions.
Tendering of Shares. 1 SECTION 1.02. Irrevocable Proxy...............................................1 SECTION 1.03. No Solicitation of Transactions.................................2 SECTION 1.04. Action in Shareholder Capacity Only.............................3 ARTICLE II OPTION
Tendering of Shares. Promptly following the commencement of the Offer, each Shareholder hereby agrees that such Shareholder shall tender, or cause to be tendered, in the Offer, prior to the expiration date of the Offer, all of his, her or its respective Shares pursuant to the terms of the Offer.
Tendering of Shares. 1 SECTION 1.02. Agreement to Vote...................................................................................1 SECTION 1.03. No Solicitation of Transactions.....................................................................2 SECTION 1.04. Action in Stockholder Capacity Only.................................................................2
Tendering of Shares. From the date hereof until the termination of this Agreement in accordance with the terms hereof, the Stockholder hereby agrees that it shall validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) in the Offer, prior to midnight, New York City time, on the tenth business day after and inclusive of the commencement of the Offer, all of the Shares pursuant to and in accordance with the terms of the Offer and shall not withdraw its tender of any Shares prior to the earlier to occur of (i) the expiration or termination of the Offer and (ii) the termination of this Agreement.
