Agreement to Tender Sample Contracts

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AGREEMENT TO TENDER
Agreement to Tender • November 17th, 2005 • New Valley Corp • Real estate • Delaware

THIS AGREEMENT TO TENDER, dated as of November 16, 2005 (the “Agreement”), among Vector Group Ltd., a Delaware corporation (“Vector”), VGR Holding Inc., a Delaware corporation and a wholly owned subsidiary of Vector (“VGR”), and the stockholder of New Valley Corporation, a Delaware corporation (the “Company”), identified as such on the signature page hereto (“Stockholder”).

AGREEMENT TO TENDER
Agreement to Tender • February 20th, 2013 • Ventura Capital Privado, S.A. De C.V. • Telephone communications (no radiotelephone)

AGREEMENT TO TENDER (this “Agreement”), dated as of December 4, 2012, among Ventura CapitalPrivado, S.A. de C.V. (“Ventura” or “Bidder”), and Fleet Growth Resources, Inc. (the “Selling Shareholder”) with the appearance of Nexus Partners I, LLC.

AMENDED AND RESTATED AGREEMENT TO TENDER
Agreement to Tender • August 23rd, 2013 • Ventura Capital Privado, S.A. De C.V. • Telephone communications (no radiotelephone)

AGREEMENT TO TENDER (this “Amended and Restated Agreement”), dated as of July 3, 2013, among Ventura Capital Privado, S.A. de C.V., a sociedad anónima de capital variable (“Ventura”), Trust Number 1387, acting through Banco Invex S.A., Institución de Banca Múltiple, Invex Grupo Financiero, a banking institution organized and existing under the laws of the United Mexican States (the “Trust 1387”), Javier Molinar Horcasitas (“Javier Molinar”), Enrique Castillo Sanchéz Mejorada (“Enrique Castillo” and together with Ventura, Trust 1387, and Javier Molinar, collectively, “Bidders”), and BASCFC-Maxcom Holdings I, LLC (the “Selling Shareholder”) with the appearance of Nexus Partners I, LLC (“Nexus Partners”).

EX-99.(D)(B) 10 d40113dex99db.htm EX-99.(D)(B) Exhibit (d)(B) EXECUTION VERSION AGREEMENT TO TENDER
Agreement to Tender • May 5th, 2020 • New York

This Agreement to Tender, dated as of July 14, 2015 (this “Agreement”), among Global Aviation Leasing Co., Ltd., a Cayman Islands exempted company (“Offeror”), and the persons listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein which are not defined herein shall have the meanings set forth for such terms in the Tender Offer Agreement (as defined below).

EX-99.(D)(6) 14 a13-16669_1ex99dd6.htm EX-99.(D)(6) Exhibit (d)(6) EXECUTION VERSION AMENDED AND RESTATED AGREEMENT TO TENDER
Agreement to Tender • May 5th, 2020

AGREEMENT TO TENDER (this “Amended and Restated Agreement”), dated as of July 3, 2013, among Ventura Capital Privado, S.A. de C.V., a sociedad anónima de capital variable (“Ventura”), Trust Number 1387, acting through Banco Invex S.A., Institución de Banca Múltiple, Invex Grupo Financiero, a banking institution organized and existing under the laws of the United Mexican States (the “Trust 1387”), Javier Molinar Horcasitas (“Javier Molinar”), Enrique Castillo Sanchéz Mejorada (“Enrique Castillo” and together with Ventura, Trust 1387, and Javier Molinar, collectively, “Bidders”), and Eduardo Vazquez Arroyo Carstens, Gabriel Agustin Vázguez Arroyo Carstens and Alina Georgina Carstens Martínez (the “Selling Shareholders”).

Contract
Agreement to Tender • July 24th, 2013 • Teranga Gold Corp • Gold and silver ores
AGREEMENT TO TENDER
Agreement to Tender • October 10th, 1997 • Genmar Holdings Inc • Ship & boat building & repairing • New York
AGREEMENT TO TENDER
Agreement to Tender • November 8th, 2001 • Classic Vacation Group Inc • Transportation services • Delaware

THIS AGREEMENT TO TENDER (the “Agreement”) is entered into as of November 2, 2001, by and among CVG Investment LLC (“CVGI”), a Delaware Limited Liability Company, GV Investment LLC (“GVI”), a Delaware Limited Liability Company, Three Cities Fund III, L.P. (“TCF”), a Delaware Limited Partnership and Thayer Equity Investors III, L.P., a Delaware limited partnership (“TEI”, and together with CVGI, GVI and TCF, the “Shareholders,” or each a “Shareholder”) and Classic Vacation Group, Inc. (the “Company”), a New York corporation.

FORM OF AMENDED AND RESTATED AGREEMENT TO TENDER
Agreement to Tender • July 3rd, 2013 • Maxcom Telecommunications Inc • Telephone communications (no radiotelephone)

AGREEMENT TO TENDER (this “Amended and Restated Agreement”), dated as of July 2, 2013, among Ventura Capital Privado, S.A. de C.V., a sociedad anónima de capital variable (“Ventura”), Trust Number 1387, acting through Banco Invex S.A., Institución de Banca Múltiple, Invex Grupo Financiero, a banking institution organized and existing under the laws of the United Mexican States (the “Trust 1387”), Javier Molinar Horcasitas (“Javier Molinar”), Enrique Castillo Sanchéz Mejorada (“Enrique Castillo” and together with Ventura, Trust 1387, and Javier Molinar, collectively, “Bidders”), and _________ (the “Selling Shareholder”) with the appearance of Nexus Partners I, LLC (“Nexus Partners”).

AGREEMENT TO TENDER Dated as of March 13, 2011
Agreement to Tender • June 27th, 2011 • TPG Group Holdings (SBS) Advisors, Inc. • New York

WHEREAS, TPG Specialty Lending, Inc. (the “Company”) issued 1,000 shares of its common stock, par value $0.01 per share (the “Common Stock”) to Tarrant Advisors, Inc. (“Tarrant”) on December 21, 2010 at $1.00 per share, for an aggregate purchase price of $1,000;

AGREEMENT TO TENDER
Agreement to Tender • July 15th, 2015 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • New York
AGREEMENT TO TENDER BY AND AMONG INVERSIONES AUSTRALES TRES LIMITADA, A Limited Liability Company Organized Under The Laws Of Chile Stockholder Group I, (as defined herein) Stockholder Group II, (as defined herein) Stockholder Group III, (as defined...
Agreement to Tender • January 16th, 2009 • Wal Mart Stores Inc • Retail-variety stores • New York

THIS AGREEMENT TO TENDER (this “Agreement”), dated as of December 19, 2008, by and among Inversiones Australes Tres Limitada, a Chilean limited liability company (“Bidder”), the Persons (as defined below) listed on the signature page hereto under the title Stockholder Group I (collectively, “Stockholder Group I”) each of which is Controlled (as defined below) solely and Beneficially Owned Solely (as defined below) by Nicolás Ibáñez Scott (“SH1”), the Persons listed on the signature page hereto under the title Stockholder Group II (collectively, “Stockholder Group II”) each of which is Controlled solely by and Beneficially Owned by Felipe Ibáñez Scott (“SH2,” and together with SH1, the “Principal Stockholders”), the Persons listed on the signature page hereto under the title Stockholder Group III (collectively, “Stockholder Group III”) each of which is jointly Controlled by the Principal Stockholders, and the Person listed as Guarantor on the signature page hereto.

Toronto, ON, Canada M5H 3T9 Main: +1 416 594 0000 Fax: +1 416 594 0088
Agreement to Tender • July 24th, 2013 • Teranga Gold Corp • Gold and silver ores • Ontario
Toronto, ON, Canada M5H 3T9 Main: +1 416 594 0000 Fax: +1 416 594 0088
Agreement to Tender • August 8th, 2013 • Oromin Explorations LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
AGREEMENT TO TENDER
Agreement to Tender • February 20th, 2013 • Ventura Capital Privado, S.A. De C.V. • Telephone communications (no radiotelephone)

AGREEMENT TO TENDER (this “Agreement”), dated as of December 4, 2012, among Ventura Capital Privado, S.A. de C.V. (“Ventura” or “Bidder”), and Eduardo Vazquez Arroyo Carstens, Gabriel Agustin Vázquez Arroyo Carstens and Alina Georgina Carstens Martínez (the “Selling Shareholders”).

June 2, 2013 IAMGOLD CORPORATION 401 Bay Street, Suite 3200 Richard Young President & Chief Executive Officer Direct: +1 416 361-9686 Email: ryoung@terangagold.com
Agreement to Tender • June 3rd, 2013 • Teranga Gold Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

Teranga Gold Corporation (“Teranga”) intends to acquire (the “Proposed Transaction”), pursuant to a take-over bid, all of the issued and outstanding common shares (the “Oromin Shares”) in the capital of Oromin Explorations Ltd. (“Oromin”) that it does not own. Under the Proposed Transaction, shareholders of Oromin are expected to receive 0.582 of a common share in the capital of Teranga for each Oromin Share (the “Offer”). Teranga agrees to make the Offer for 100% of the Oromin Shares that it does not own, on or before the tenth business day after the date of this agreement (“Agreement”). IAMGOLD Corporation (the “Shareholder”) is the beneficial owner of 16,088,636 Oromin Shares (the “Subject Securities”) and has agreed to enter into this Agreement in connection with the Proposed Transaction.

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