Tender and Stockholder Support Agreement Sample Contracts

RECITALS
Tender and Stockholder Support Agreement • May 2nd, 2002 • Innoveda Inc • Services-prepackaged software • Delaware
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TENDER AND STOCKHOLDER SUPPORT AGREEMENT
Tender and Stockholder Support Agreement • July 30th, 2007 • Tea Party Acquisition Corp. • Radiotelephone communications • Massachusetts

This TENDER AND STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated July , 2007, is by and among Megasoft Limited, a company incorporated in India under the provisions of the Companies Act, 1956 (“Parent”), Tea Party Acquisition Corp., a Massachusetts corporation (“Purchaser”), and certain stockholders of Boston Communications Group, Inc., a Massachusetts corporation (the “Company”), set forth on Schedule I hereto (each a “Stockholder” and, collectively the “Stockholders”).

FORM OF TENDER AND STOCKHOLDER SUPPORT AGREEMENT
Tender and Stockholder Support Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware

THIS TENDER AND STOCKHOLDER SUPPORT AGREEMENT, dated as of •, 2005 (the “Agreement”), is by and among Ixtapa, a Bermuda corporation (“Parent”), Ixtapa Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and • (the “Stockholder”).

TENDER AND STOCKHOLDER SUPPORT AGREEMENT
Tender and Stockholder Support Agreement • July 30th, 2007 • Hewlett Packard Co • Computer & office equipment • Delaware
TENDER AND STOCKHOLDER SUPPORT AGREEMENT
Tender and Stockholder Support Agreement • April 23rd, 2008 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This TENDER AND STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated , is by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”), Fountain Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and certain stockholders of Sirtris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”).

TENDER AND STOCKHOLDER SUPPORT AGREEMENT
Tender and Stockholder Support Agreement • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • Delaware

This TENDER AND STOCKHOLDER SUPPORT AGREEMENT (the “Agreement”), is entered into as of July 30, 2003, by and among Alloy, Inc., a Delaware corporation (“Parent”), Dodger Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Stephen I. Kahn and Geraldine Karetsky (each, a “Stockholder” and collectively, the “Stockolders”).

TENDER AND STOCKHOLDER SUPPORT AGREEMENT
Tender and Stockholder Support Agreement • August 4th, 2003 • Delia S Corp • Retail-catalog & mail-order houses • Delaware

This TENDER AND STOCKHOLDER SUPPORT AGREEMENT (the “Agreement”), is entered into as of July 30, 2003, by and among Alloy, Inc., a Delaware corporation (“Parent”), Dodger Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Stephen I. Kahn and Geraldine Karetsky (each, a “Stockholder” and collectively, the “Stockolders”).

TENDER AND STOCKHOLDER SUPPORT AGREEMENT
Tender and Stockholder Support Agreement • March 26th, 2007 • Beckman Coulter Inc • Laboratory analytical instruments • Delaware

This TENDER AND STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated March 24, 2007, is by and among: Beckman Coulter, Inc., a Delaware corporation (“Parent”); Louisiana Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kim D. Blickenstaff and Rita Blickenstaff (the “Stockholder”), a stockholder of Biosite Incorporated, a Delaware corporation (the “Company”).

TENDER AND STOCKHOLDER SUPPORT AGREEMENT
Tender and Stockholder Support Agreement • May 2nd, 2008 • Glaxosmithkline PLC • Pharmaceutical preparations • Delaware

This TENDER AND STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated April 22, 2008, is by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”), Fountain Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and certain stockholders of Sirtris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”).

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