May 18, 2004 Cardinal Health, Inc. 7000 Cardinal Place Dublin, Ohio 43017 Re: SUPPORT/TENDER AGREEMENT Dear Sirs: Concurrently with the execution and delivery of this letter agreement, Cardinal Health, Inc. ("CARDINAL HEALTH"), Blue Merger Corp., a...Tender Agreement • May 20th, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
TENDER AGREEMENT Dated as of December 15, 2013 among VALEANT PHARMACEUTICALS INTERNATIONAL, SAPPHIRE SUBSIDIARY CORP. and JOHN GLENNTender Agreement • December 23rd, 2013 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Delaware
This TENDER AGREEMENT, dated as of December 15, 2013 (this “Agreement”), is among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Sapphire Subsidiary Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and John Glenn (“Company Stockholder”).
TENDER AGREEMENT Dated as of September 1, 2015 among VALEANT PHARMACEUTICALS INTERNATIONAL, BLUE SUBSIDIARY CORP. and PAMELA BOONETender Agreement • September 16th, 2015 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Delaware
This TENDER AGREEMENT, dated as of September 1, 2015 (this “Agreement”), is by and among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Blue Subsidiary Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and PAMELA BOONE (“Company Stockholder”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement (defined below).
TENDER AGREEMENTTender Agreement • October 27th, 2003 • Digex Inc/De • Telephone communications (no radiotelephone) • New York
THIS Tender Agreement, dated as of October 24, 2003 (this “Agreement”), is entered into by and between WorldCom, Inc., a Georgia corporation (“MCI”), and David J. Greene & Company, LLC, a New York limited liability company (“Stockholder”), on the other hand. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Offer (as defined below).
RECITALSTender Agreement • January 24th, 2001 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • Delaware
TENDER AGREEMENTTender Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec
This TENDER AGREEMENT, dated as of 29 June, 2012 (this “Agreement”), is among Melrose PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Melrose”) and Thomas Preute (the “Security Holder”).
TENDER AGREEMENTTender Agreement • June 8th, 2007 • L Curve Sub Inc. • Services-educational services • Maryland
TENDER AGREEMENT, dated as of June 3, 2007 (this "Agreement"), by and between Wengen Alberta, Limited Partnership, a limited partnership organized under the laws of Alberta ("Parent") and, (the "Stockholder").
TENDER AGREEMENTTender Agreement • July 29th, 2016 • Avast Holding B.V. • Services-prepackaged software • Delaware
This TENDER AGREEMENT (this “Agreement”), dated as of July 6, 2016, is entered into by and among, TA X L.P., a Delaware limited partnership, TA Atlantic and Pacific VI L.P., a Delaware limited partnership, TA Strategic Partners Fund II L.P., a Delaware limited partnership, TA Strategic Partners Fund II-A L.P., a Delaware limited partnership and TA Investors III L.P. a Delaware limited partnership (each a “Shareholder” and, together, the “Shareholders”), Avast Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Parent”), and Avast Software B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands and a direct wholly owned subsidiary of Parent (“Buyer”).
TENDER AGREEMENTTender Agreement • August 29th, 2022 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
TENDER AGREEMENT, dated as of August 26, 2022 (this “Agreement”), by and among Playtika Holding Corp., a Delaware corporation (the “Company”), Playtika Holding UK II Limited, a company organized under the laws of England and Wales (“PHUK II”), Hazlet Global Limited, a company organized under the laws of the British Virgin Islands (together with PHUK II, each, a “Holder”, and collectively, the “Holders”), Alpha Frontier Limited, an exempted company organized under the laws of the Cayman Islands (“Alpha”), Shanghai Cibi Business Information Consultancy Co., Limited, a company organized under the laws of the People’s Republic of China (“Shanghai Cibi”), Shanghai Jukun Network Technology Company Limited, a company organized under the laws of the People’s Republic of China (“Shanghai Jukun”), Giant Network Group Company Limited, a company organized under the laws of the People’s Republic of China (“Giant Network”), Giant Investment Company Limited, a company organized under the laws of the
Support/Tender AgreementTender Agreement • February 16th, 2005 • Amx Corp /Tx/ • Electronic components & accessories • Texas
Concurrently with the execution and delivery of this letter agreement, Thrall Omni Company, Inc. a Delaware corporation (“Parent”), Amherst Acquisition Co., a Texas corporation and a wholly owned subsidiary of Parent (“Subcorp”), and AMX Corporation, a Texas corporation (the “Company”) are entering into an Agreement and Plan of Merger, dated the date of this letter agreement (the “Merger Agreement”), providing for, among other things, a tender offer (the “Offer”) by Subcorp for all of the outstanding common stock, par value $0.01 per share, of the Company (“Company Common Stock”) at a price per share of $22.50 net to the seller in cash (such price or any higher price paid in the Offer, the “Offer Price”), to be followed by a merger of Subcorp with and into the Company, with the Company as the surviving corporation (the “Merger”), pursuant to which each share of Company Common Stock then-outstanding (other than as specifically provided for to the contrary in the Merger Agreement), shall
FORM OF TENDER AGREEMENTTender Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York
TENDER AGREEMENT, dated as of December 7, 2003 (this “Agreement”), by and among Parker-Hannifin Corporation (“Purchaser”), an Ohio corporation, and each other person listed on the signature pages hereof (each, a “Stockholder” and, collectively, the “Stockholders”).
TENDER AGREEMENT BETWEEN Persons named in Schedule 1 hereto AND InterVideo Digital Technology Corp., as Purchaser Dated as of March 12, 2005Tender Agreement • March 14th, 2005 • Intervideo Inc • Services-prepackaged software
Persons named in Schedule 1 hereto (each a “Seller” and collectively, “Sellers”) who have duly authorized Vicky Wang to execute and deliver this Agreement on their behalf; and
TENDER AGREEMENT FORMTender Agreement • August 11th, 2015
Name of Work Pit Line and Yard cleaning including de-weeding, drainage cleaning and clearing of bushes at Coaching Depot, Nagercoil for three years
Consent of Proposed DirectorTender Agreement • August 12th, 2020 • AMERI Holdings, Inc. • Semiconductors & related devices
● to serve as a director of the Resulting Issuer (as defined herein) if the transactions contemplated by the tender agreement, dated August 12, 2020 (as may be amended, the “Tender Agreement”), by and among AMERI Holdings, Inc. (“Ameri”, and after giving effect to the consummation of the transactions contemplated by the Tender Agreement, the “Resulting Issuer”) and Jay Pharma Inc. (“Jay Pharma”) are completed (it being understood that the Tender Agreement provides that, among other things, Ameri will make a tender offer (such offer, as it may be amended or supplemented from time to time as permitted under the Tender Agreement, the “Offer”) to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Resulting Issuer common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma will become a wholly-owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement);
Shareholder tender agreement for Acquisition of HealthTronicsTender Agreement • February 2nd, 2022
SHAREHOLDER TENDER AGREEMENT (this “Agreement”), dated as of May 5, 2010 is by and among Endo Pharmaceuticals Holdings Inc., a Delaware corporation (“Parent”), HT Acquisition Corp., wholly-owned Subsidiary of Parent (“Merger Sub”) and (“Shareholder”).
Consent of Proposed DirectorTender Agreement • August 12th, 2020 • AMERI Holdings, Inc. • Semiconductors & related devices
● to serve as a director of the Resulting Issuer (as defined herein) if the transactions contemplated by the tender agreement, dated August 12, 2020 (as may be amended, the “Tender Agreement”), by and among AMERI Holdings, Inc. (“Ameri”, and after giving effect to the consummation of the transactions contemplated by the Tender Agreement, the “Resulting Issuer”) and Jay Pharma Inc. (“Jay Pharma”) are completed (it being understood that the Tender Agreement provides that, among other things, Ameri will make a tender offer (such offer, as it may be amended or supplemented from time to time as permitted under the Tender Agreement, the “Offer”) to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Resulting Issuer common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma will become a wholly-owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement);
TENDER AGREEMENTTender Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec
This TENDER AGREEMENT, dated as of June 28, 2012 (this “Agreement”), is among Melrose PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Melrose”) and the entities listed on Schedule I hereto (collectively the “Company Security Holders” and each a “Company Security Holder”).
TENDER AGREEMENTTender Agreement • March 31st, 2017 • Kahn Nathan • Wholesale-metals service centers & offices • Delaware
This Agreement (this “Agreement”), dated as of March 30, 2017, is entered into by and among Nathan and Sandra Kahn (the “Stockholder”), Ta Chen Stainless Pipe Co., Ltd., a publicly-traded Taiwan (ROC) corporation (“Parent”), and Ta Chen Investment Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TENDER AGREEMENTTender Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
TENDER AGREEMENT, dated as of 30 November 2010 (this “Agreement”), by and between Axcan Pharma Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Acquiror”), on the one hand, and Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Netherlands Equity Partners I C.V., and Warburg, Pincus Netherlands Equity Partners III C.V. (each, a “Shareholder” and collectively, the “Shareholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
TENDER AGREEMENTTender Agreement • March 11th, 2016
The Chief Engineer, PWD,(Border Roads & NEC Works) , Assam, Chandmari, Ghy-3 on behalf of the Governor of Assam invites item rate Bids online from approved and eligible Contractors registered with Assam PWD (Roads) or Contractors registered with other State/Central Government Departments, Institutions, undertakings and Authorities for the work under
TENDER AGREEMENT Between Microchip Technology (Barbados) II Incorporated and Directors, Certain Officers and Certain Shareholders of ISSC Technologies Corp. Dated as of May 22, 2014Tender Agreement • May 30th, 2014 • Microchip Technology Inc • Semiconductors & related devices
THIS TENDER AGREEMENT (this "Agreement"), dated as of May 22, 2014, is being entered into by and between Microchip Technology (Barbados) II Incorporated, an exempted company incorporated with limited liability with company number 250343 and in existence under the laws of the Cayman Islands with its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, and having a branch office in Taiwan at 30F-1, No.8, Min-Chuan 2nd Road, Kaohsiung, 80661, ROC ("Merger Sub") and those persons listed in Exhibit A attached hereto (each, a "Seller"; collectively the "Sellers").
TENDER AGREEMENT between ALBERT LIOU and PAREXEL (TAIWAN), INC.Tender Agreement • August 27th, 2007 • Parexel International Corp • Services-commercial physical & biological research
This Tender Agreement (the “Agreement”) entered into as of June 7, 2007, by and between Parexel (Taiwan), Inc., a corporation organized under the laws of the Republic of China (the “Buyer”) and Albert Liou (the “Stockholder”).
Consent of Proposed DirectorTender Agreement • August 12th, 2020 • AMERI Holdings, Inc. • Semiconductors & related devices
● to serve as a director of the Resulting Issuer (as defined herein) if the transactions contemplated by the tender agreement, dated August 12, 2020 (as may be amended, the “Tender Agreement”), by and among AMERI Holdings, Inc. (“Ameri”, and after giving effect to the consummation of the transactions contemplated by the Tender Agreement, the “Resulting Issuer”) and Jay Pharma Inc. (“Jay Pharma”) are completed (it being understood that the Tender Agreement provides that, among other things, Ameri will make a tender offer (such offer, as it may be amended or supplemented from time to time as permitted under the Tender Agreement, the “Offer”) to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Resulting Issuer common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma will become a wholly-owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement);
TENDER AGREEMENTTender Agreement • September 29th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS TENDER AGREEMENT (this “Agreement”) dated September 28, 2014, is entered into between Daiichi Sankyo Company, Limited (“ Parent “), Charge Acquisition Corp. (“ Purchaser “), and [ ] (“ Stockholder “), with respect to (i) the shares of common stock, par value $0.001 per share (the “ Shares”), of Ambit Biosciences Corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares (“Convertible Securities”), and (iii) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).
TENDER AGREEMENT Between EL PASO ELECTRIC COMPANY and CITIGROUP GLOBAL MARKETS INC. MARICOPA COUNTY, ARIZONA POLLUTION CONTROL CORPORATION Pollution Control Refunding Revenue Bonds,Tender Agreement • August 9th, 2005 • El Paso Electric Co /Tx/ • Electric services • New York
THIS TENDER AGREEMENT is dated as of August 1, 2005 (the “Agreement”), between EL PASO ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of Texas (the “Company”), and CITIGROUP GLOBAL MARKETS INC. (the “Tender Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Indenture (defined below).
TENDER AGREEMENT Between EL PASO ELECTRIC COMPANY and CITIGROUP GLOBAL MARKETS INC. CITY OF FARMINGTON, NEW MEXICO Pollution Control Revenue Refunding Bonds,Tender Agreement • August 9th, 2005 • El Paso Electric Co /Tx/ • Electric services • New York
THIS TENDER AGREEMENT is dated as of August 1, 2005 (the “Agreement”), between EL PASO ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of Texas (the “Company”), and CITIGROUP GLOBAL MARKETS INC. (the “Tender Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Ordinance (defined below).
TENDER AGREEMENTTender Agreement • April 7th, 2016 • Sl Industries Inc • Electronic components, nec • Delaware
This Tender Agreement (this “Agreement”), is dated as of April 6, 2016, by and among Handy & Harman Ltd., a Delaware corporation (“Parent”), Handy & Harman Group Ltd., a Delaware corporation and a wholly owned Subsidiary of Parent (“AcquisitionCo”), SLI Acquisition Co., a Delaware corporation and a wholly owned subsidiary of AcquisitionCo (“Merger Sub”), SL Industries, Inc., a Delaware corporation (the “Company”), and DGT Holdings Corp., a New York corporation (the “Stockholder”).
Consent of Proposed DirectorTender Agreement • August 12th, 2020 • AMERI Holdings, Inc. • Semiconductors & related devices
● to serve as a director of the Resulting Issuer (as defined herein) if the transactions contemplated by the tender agreement, dated August 12, 2020 (as may be amended, the “Tender Agreement”), by and among AMERI Holdings, Inc. (“Ameri”, and after giving effect to the consummation of the transactions contemplated by the Tender Agreement, the “Resulting Issuer”) and Jay Pharma Inc. (“Jay Pharma”) are completed (it being understood that the Tender Agreement provides that, among other things, Ameri will make a tender offer (such offer, as it may be amended or supplemented from time to time as permitted under the Tender Agreement, the “Offer”) to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Resulting Issuer common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma will become a wholly-owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement);
Support/Tender AgreementTender Agreement • February 16th, 2005 • Amx Corp /Tx/ • Electronic components & accessories • Texas
Concurrently with the execution and delivery of this letter agreement, Thrall Omni Company, Inc., a Delaware corporation (“Parent”), Amherst Acquisition Co., a Texas corporation and a wholly owned subsidiary of Parent (“Subcorp”), and AMX Corporation, a Texas corporation (the “Company”) are entering into an Agreement and Plan of Merger, dated the date of this letter agreement (the “Merger Agreement”), providing for, among other things, a tender offer (the “Offer”) by Subcorp for all of the outstanding common stock, par value $0.01 per share, of the Company (“Company Common Stock”) at a price per share of $22.50 net to the seller in cash (such price or any higher price paid in the Offer, the “Offer Price”), to be followed by a merger of Subcorp with and into the Company, with the Company as the surviving corporation (the “Merger”), pursuant to which each share of Company Common Stock then-outstanding (other than as specifically provided for to the contrary in the Merger Agreement), shal
ContractTender Agreement • May 5th, 2020 • New York
<DOCUMENT> <TYPE>EX-2.2 <SEQUENCE>3 <FILENAME>a2027462zex-2_2.txt <DESCRIPTION>EXHIBIT 2.2 <TEXT> <PAGE> Exhibit 2.2 BLOCK DRUG COMPANY, INC. VOTING AND TENDER AGREEMENT BLOCK DRUG COMPANY, INC. VOTING AND TENDER AGREEMENT (this "Agreement"), dated as of October 7, 2000, among SmithKline Beecham plc, a public limited company organized under the laws of England and Wales ("Parent"), SB Acquisition Corp., a New Jersey corporation ("Purchaser") and each of the shareholders of Block Drug Company, Inc., a New Jersey corporation (the "Company"), listed on Schedule I hereto (each a "Shareholder" and, collectively, the "Shareholders"). W I T N E S S E T H: WHEREAS, concurrently herewith, Parent, Purchaser and the Company are entering into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time, the "Merger Agreement"), pursuant to which the Company will be merged with and into Purchaser (the "Merger"); and WHEREAS, as an inducement and a condition to enter
TENDER AGREEMENT FORMTender Agreement • January 1st, 2004
Until a formal agreement is prepared and executed, acceptance of this tender shall constitute a binding contract between us subject to modification, as may be mutually agreed to between us and indicated in the “Letter Of Acceptance” of my / our offer for this work.
TENDER AGREEMENTTender Agreement • November 2nd, 2016 • J2 Global, Inc. • Telegraph & other message communications • Delaware
This Tender Agreement (this “Agreement”), is effective October 21, 2016, by and among Ziff Davis, LLC, a Delaware limited liability company (“Parent”), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [ ] (the “Stockholder”).
TENDER AGREEMENTTender Agreement • November 30th, 2007 • Pfizer Inc • Pharmaceutical preparations • Delaware
TENDER AGREEMENT, dated as of November 15, 2007 (this “Agreement”), by and between Pfizer Inc., a Delaware corporation (“Acquiror”), on the one hand, and Venrock Associates, Thomas, McNerney & Partners, L.P., Robert Bratzler and Arthur Krieg (each, a “Stockholder” and collectively, the “Stockholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
TENDER AGREEMENTTender Agreement • July 27th, 2020 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
TENDER AGREEMENT (this “Agreement”), dated as of July 27, 2020, by and among Bioceres Crop Solutions Corp. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, Union Acquisition Associates, LLC, a New York limited liability company, and Union Group International Holdings Limited, a British Virgin Islands limited company (collectively with Union Acquisition Associates LLC, the “Warrant Holders,” and each a “Warrant Holder”).
TENDER AGREEMENTTender Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
TENDER AGREEMENT, dated as of November 30, 2010 (this “Agreement”), by and between Axcan Pharma Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Acquiror”), on the one hand, and Gearóid M. Faherty (the “Shareholder”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
