TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 4th, 2013 • Crestview Acquisition Corp. • Services-computer integrated systems design • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 23, 2013, is by and among VCG Holdings, LLC, a Delaware limited liability company (“Parent”), Crestview Acquisition Corp., a Delaware corporation and a wholly-owned direct or indirect subsidiary of Parent (“Merger Sub”), and the stockholder set forth on Schedule I attached hereto (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 3rd, 2023 • POINT Biopharma Global Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 2, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Yosemite Falls Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of POINT Biopharma Global Inc., a Delaware corporation (“Company”), set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 28th, 2023 • Cadeler a/S • Heavy construction other than bldg const - contractors • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 16, 2023, is entered into by and among Cadeler A/S, a public limited liability company incorporated under the laws of Denmark (“Parent”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and, together with Parent, the “Parties”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 27th, 2016 • EQT Corp • Crude petroleum & natural gas • Nevada
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 24, 2016, is made and entered into by and among EQT Corporation, a Pennsylvania corporation (“Parent”), WV Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholders of Trans Energy Inc., a Nevada corporation (the “Company”), listed on Schedule I hereto (collectively, the “Stockholders” and each, a “Stockholder”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 7th, 2014 • JHH Capital, LLC • Retail-catalog & mail-order houses • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 20th, 2018 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 20, 2018, is entered into by and among QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (“Buyer”), and the undersigned shareholders of NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”) set forth on Schedule A hereto (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement and the Purchase Agreement Amendment (each as defined below), in each case as of the date hereof.
EX-99.(D)(4) 3 dex99d4.htm TENDER AND SUPPORT AGREEMENT BETWEEN PLETHICO AND TRISHA BALBERT Execution Version TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 5th, 2020 • Delaware
This Tender and Support Agreement dated as of November 18th , 2007 (this “Agreement”) is among Trisha Balbert (the “Shareholder”) and Plethico Pharmaceuticals Limited, a public limited company incorporated under the laws of India (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement of Merger dated as of the date of this Agreement (including the related Plan of Merger, together with any amendments or supplements thereto consented to by Shareholder, the “Merger Agreement”) among Parent, Nutra Acquisition Company, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Natrol, Inc., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 2nd, 2015 • GameStop Corp. • Retail-computer & computer software stores • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2015, is by and among GameStop Corp., a Delaware corporation (“Parent”), Gadget Acquisition, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Sub”), and Kenneth G. Langone (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 23rd, 2019 • Chicago Merger Sub, Inc. • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 12, 2019, is entered into by and among Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Chicago Merger Sub, Inc., a Delaware corporation (“Purchaser”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”). Capitalized terms used in this Agreement and not defined have the meaning given to such terms in the Merger Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 23rd, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 10, 2010, among AGRICORE UNITED HOLDINGS INC., a Delaware corporation (“Parent”), BLUEBIRD ACQUISITION CORPORATION, a North Dakota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”).
EXECUTION COPY TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of October 6, 2008, is entered into by and among the entities listed on Schedule I hereto (each, a "Stockholder") and Eli Lilly and Company, an...Tender and Support Agreement • October 7th, 2008 • Icahn Carl C • Delaware
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 21st, 2015 • Roche Holding LTD • American depositary receipts • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of January 11, 2015 by and among Roche Holdings, Inc., a Delaware corporation (the “Investor”), and the entity listed on Schedule A hereto (the “VC Shareholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 21st, 2013 • Soundbite Communications Inc • Services-business services, nec • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of May 20, 2013, is entered into by and among Genesys Telecommunications Laboratories, Inc., a California corporation (“Parent”), Sonar Merger Sub, a Delaware corporation and wholly-owned Subsidiary of Parent (“Newco”) and North Bridge Venture Partners IV-A, L.P., a Delaware limited partnership (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 26th, 2019 • Aerohive Networks, Inc • Services-computer integrated systems design • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 26, 2019, is entered into by and among Extreme Networks, Inc., a Delaware corporation (“Parent”), Clover Merger Sub, Inc., a Delaware corporation and a wholly -owned Subsidiary of Parent (the “Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 16th, 2016 • Steinhoff International Holdings N.V. • Retail-furniture stores • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (“Merger Sub”), and the person listed on Schedule I hereto (the “Company Stockholder”).
AMENDED AND RESTATED TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 14th, 2015 • Fortune Brands Home & Security, Inc. • General bldg contractors - residential bldgs • Delaware
AMENDED AND RESTATED TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 13, 2015, is by and among Fortune Brands Home & Security, Inc., a Delaware corporation (“Parent”), Tahiti Acquisition Corp., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), and the stockholders of Norcraft Companies, Inc., a Delaware corporation (the “Company”), set forth on Schedule I attached hereto (each, a “Stockholder”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 8th, 2016 • Melrose Industries PLC/Adr • American depositary receipts • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of July 6, 2016 (this “Agreement”), is among Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Parent”), Nevada Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).
EX-99.1 2 d243668dex991.htm TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 5th, 2020 • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (“Parent”), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (the “Company”), and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 14th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2008, is entered into by and among the entities listed on Schedule I hereto (each, a “Stockholder”) and Eli Lilly and Company, an Indiana corporation (“Parent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 30th, 2015 • Hyperion Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 29, 2015, by and among Horizon Pharma, Inc., a Delaware corporation (“Parent”), Ghrian Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 9th, 2015 • Hale Capital Partners, LP • Special industry machinery, nec • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 16, 2015, is entered into by and among Omron Management Center of America, Inc., a Delaware corporation and wholly-owned subsidiary of OMRON Corporation, a Japanese corporation (“Parent”), Hoffman Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and the Person or Persons set forth on Schedule A hereto (“Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EX-2.2 2 d229883dex22.htm EX-2.2 EXECUTION VERSION TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 5th, 2020 • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of July 28, 2016 (this “Agreement”), among OC Acquisition LLC, a Delaware limited liability company (“Parent”), Napa Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 29th, 2009 • Johnson & Johnson • Pharmaceutical preparations • Delaware
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 13th, 2012 • Oepx, LLC • Photographic equipment & supplies • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 10, 2012, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Termessos Acquisition Corp., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Schedule A hereto (each, a “Shareholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 13th, 2018 • General Catalyst Group IX, L.P. • Services-computer processing & data preparation • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of October 31, 2018 (this “Agreement”) is between WC SACD One Parent, Inc., a Delaware corporation (“Parent”) and the stockholder of Intersections, Inc., a Delaware corporation (the “Company”) listed on Schedule I hereto (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 5th, 2018 • Altair Engineering Inc. • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 5, 2018, is entered into by and among Altair Engineering Inc., a Delaware corporation (“Parent”), Dallas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below). Additionally, the term “business day” shall have the meaning ascribed to such term in the Merger Agreement.
TENDER AND SUPPORT AGREEMENT by and among comtech telecommunications corp. Typhoon acquisition Corp, telecommunication systems, inc. and Jon B. Kutler dated as ofTender and Support Agreement • November 23rd, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Maryland
This Tender and Support Agreement (this “Agreement”), dated as of November 22, 2015 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and Jon B. Kutler (the “Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 10th, 2011 • Verizon Communications Inc • Telephone communications (no radiotelephone) • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 27, 2011, by and among Verizon Communications Inc., a Delaware corporation (“Parent”), Verizon Holdings Inc., a Delaware corporation (“Purchaser”), and VMware Bermuda Limited, an Irish limited company (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 1st, 2010 • General Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 22, 2010 by and among General Electric Company, a New York corporation (“Parent”), Crane Merger Sub, Inc., a Delaware corporation and indirect, wholly owned subsidiary of Parent (“Purchaser”), and Oak Investment Partners XII, Limited Partnership (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 14th, 2014 • Levra Craig L • Retail-miscellaneous shopping goods stores
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 30, 2014, by and among Vestis Retail Group, LLC, a Delaware limited liability company (“Parent”), Everest Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Howard Kaminsky (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 23rd, 2021 • Anchorage Capital Group, L.L.C. • Crude petroleum & natural gas • Delaware
This Tender and Support Agreement (this “Agreement”) is made and entered into as of November 21, 2021, by and among Paloma Partners VI Holdings, LLC, a Delaware limited liability company (“Parent”), Paloma VI Merger Sub, Inc., a Delaware corporation and wholly‑owned subsidiary of Parent (“Merger Sub”), solely as set forth in Section 2.04, 6.02 and Section 6.04, Goodrich Petroleum Corporation, a Delaware corporation (the “Company”), and each Person set forth in Schedule A hereto (each, a “Stockholder”). Capitalized terms used herein are defined as provided in Section 6.10 of this Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 7th, 2023 • ELI LILLY & Co • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 28, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Shenandoah Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and one or more stockholders of Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 12th, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is entered into as of October 11, 2021, by and among Pacira BioSciences, Inc., a Delaware corporation (“Parent”), Oyster Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [●] (“Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 17th, 2024 • TSR Inc • Services-computer programming services • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 15, 2024, is entered into by and among Vienna Parent Corporation, an Indiana corporation (“Parent”), Vienna Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of TSR, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 14th, 2023 • Zynerba Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is entered into as of August 14, 2023, by and among Harmony Biosciences Holdings, Inc., a Delaware corporation (“Parent”), Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and [●] (“Stockholder”).
