Execution Copy TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this "Agreement") is made and entered into as of February 16, 2010, by and among L. B. Foster Company, a Pennsylvania corporation ("Parent"), Foster Thomas Company, a West...Tender and Voting Agreement • February 17th, 2010 • Portec Rail Products Inc • Railroad equipment • Pennsylvania
TENDER AND VOTING AGREEMENTTender and Voting Agreement • February 7th, 2011 • Emergent Group Inc/Ny • Wholesale-misc durable goods • Nevada
This TENDER AND VOTING AGREEMENT (this "Agreement"), is dated as of February 6, 2011, by and among Universal Hospital Services, Inc., a Delaware corporation ("Parent"), Sunrise Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Louis Buther (the "Stockholder") in his capacity as a stockholder of Emergent Group Inc., a Nevada corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • July 5th, 2022 • Rubicon Technology, Inc. • Semiconductors & related devices • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) dated July 1, 2022, among Janel Corporation., a Nevada corporation (“Purchaser”); Rubicon Technologies, Inc., a Delaware corporation (the “Company”) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof); and Aldebaran Capital, LLC, an Indiana limited liability company (“Stockholder”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 22nd, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), is dated as of October 14, 2010 by and among Carlisle Companies Incorporated, a Delaware corporation (“Parent”), HC Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Byron S. Krantz (the “Stockholder”) in his capacity as a stockholder of Hawk Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 30th, 2010 • Raytheon Co/ • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Tender and Voting Agreement, dated as of December 18, 2010 (this “Agreement”), is by and among Raytheon Company, a Delaware corporation (“Parent”), RN Acquisition Company, a California corporation (“Merger Sub”), and the shareholders of APPLIED SIGNAL TECHNOLOGY, INC., a California corporation (the “Company”), set forth on the signature page hereto (collectively, the “Shareholder”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 10th, 2012 • N. Harris Computer Corp • Services-computer integrated systems design • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated October 2, 2012, is by and among N. HARRIS COMPUTER CORPORATION, a company organized under the Business Corporations Act (Ontario) (“Parent”), NHCC MERGER CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholder of COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (the “Company”), set forth on the signature page hereto (the “Stockholder”).
RECITALSTender and Voting Agreement • October 14th, 2003 • Firepond Inc • Services-computer programming services • Delaware
TENDER AND VOTING AGREEMENTTender and Voting Agreement • February 20th, 2007 • Polycom Inc • Telephone & telegraph apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of , 2007 by and between Polycom, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of SpectraLink Corporation, a Delaware corporation (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 31st, 2012 • Bishop Infrastructure III Acquisition Company, Inc. • Grain mill products • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of December 20, 2012, among Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (“Parent”); Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); WESTWAY GROUP, INC., a Delaware corporation (the “Company”) (only with respect to Section 7 and Section 11 hereof and as a third-party beneficiary of Section 4(f)); and Francis P. Jenkins, Jr. (“Stockholder”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 22nd, 2010 • Hewlett Packard Co • Computer & office equipment • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated September 13, 2010, is by and among Hewlett-Packard Company, a Delaware corporation (“Parent”), Priam Acquisition Corporation, a Delaware corporation (“Merger Sub”), and certain stockholders of ArcSight, Inc., a Delaware corporation (the “Company”), set forth on Schedule I hereto (each a “Stockholder” and, collectively the “Stockholders”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 3rd, 2011 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware
This TENDER AND VOTING AGREEMENT, dated as of May 2, 2011 (this “Agreement”), is among Arch Coal, Inc., a Delaware corporation (“Parent”), Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • July 8th, 2010 • ARGON ST, Inc. • Measuring & controlling devices, nec • Delaware
This Tender and Voting Agreement, dated as of June 30, 2010 (this “Agreement”), is by and among THE BOEING COMPANY, a Delaware corporation (“Parent”), VORTEX MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and the stockholders of ARGON ST, INC., a Delaware corporation (the “Company”), set forth on the signature page hereto (collectively, the “Stockholder”).
FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 22nd, 2010 • Intersil Corp/De • Semiconductors & related devices • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated March 22, 2010, among INTERSIL CORPORATION, a Delaware corporation (“Parent”); NAVAJO MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”); TECHWELL, INC., a Delaware corporation (the “Company”) (only with respect to Section 6 and Section 11 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (“Stockholder”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 11th, 2012 • LD Commodities Sugar Holdings LLC • Sugar & confectionery products • Texas
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2012 by and among LD Commodities Sugar Holdings LLC, a Delaware limited liability company (“Parent”), Louis Dreyfus Commodities Subsidiary Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of Imperial Sugar Company, a Texas corporation (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 30th, 2009 • Merrimac Industries Inc • Electronic components, nec • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), dated December 23, 2009, by and among Crane Co., a Delaware corporation (“Parent”), Crane Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), Arthur A. Oliner and Frieda Oliner (“Stockholder”) and Merrimac Industries, Inc., a Delaware corporation (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 7th, 2008 • VGI Acquisition Corp • Retail-catalog & mail-order houses • Delaware
THIS TENDER AND VOTING AGREEMENT (this "Agreement") is made and entered into as of February 15, 2008 by and between VGI Holdings Corp., a Delaware corporation ("Parent"), and the undersigned stockholder (the "Stockholder") of Varsity Group Inc., a Delaware corporation (the "Company").
EX-99.(D)(4) 11 d380892dex99d4.htm TENDER AND VOTING AGREEMENT Exhibit (d)(4) TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 5th, 2020 • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2012, by and among ABC-Mart, Inc., a corporation formed under the laws of Japan (“Parent”), XYZ Merger Sub, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the undersigned shareholder (the “Stockholder”) of LaCrosse Footwear, Inc., a Wisconsin corporation (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2013 by and among Duff Brothers Capital Corporation, a Texas corporation (“Parent”), Duff Brothers Subsidiary, Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of Frozen Food Express Industries, Inc., a Texas corporation (“FFE”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • June 11th, 2010 • COV Delaware Corp • Surgical & medical instruments & apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated June 1, 2010, is entered into between Covidien Group S.a.r.l., a Luxembourg company (“Parent”), COV Delaware Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Purchaser”), Warburg, Pincus Equity Partners, L.P., a limited partnership organized under the laws of Delaware, Warburg, Pincus Netherlands Equity Partners I, C.V., a limited partnership organized under the laws of the Netherlands, and Warburg, Pincus Netherlands Equity Partners III, C.V., a limited partnership organized under the laws of the Netherlands (collectively, “Stockholders”), with respect to 27,151,570 shares of common stock, par value $0.01 per share (the “Shares”), of ev3 Inc., a Delaware corporation (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 1st, 2012 • Cascade Corp • Industrial trucks, tractors, trailors & stackers • Oregon
This TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of October 22, 2012, by and among Toyota Industries Corporation, a corporation formed under the laws of Japan (“Parent”), Industrial Components and Attachments II, Inc., a corporation formed under the laws of Delaware and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons listed on Schedule A hereto (collectively, the “Company Shareholders” and each, a “Company Shareholder”) of Cascade Corporation, a corporation formed under the laws of the state of Oregon (the “Company”). Any capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to such terms in the Merger Agreement, as defined herein.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • August 3rd, 2016 • Sizmek Inc. • Services-advertising • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of August 3, 2016, is by and among Solomon Holding, LLC, a Delaware limited liability company (“Parent”), Solomon Merger Subsidiary, Inc., a Delaware corporation (“Merger Subsidiary”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • April 9th, 2012 • Warburg Pincus Private Equity VIII, L.P. • Pharmaceutical preparations • Delaware
This Tender and Voting Agreement, dated as of April 4, 2012 (this “Agreement”), is by and among SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), SAPPHIRE ACQUISITION SUB, INC., a Delaware corporation (“Merger Sub”), and the stockholder of ALLOS THERAPEUTICS, INC., a Delaware corporation (the “Company”), set forth on the signature page hereto (the “Stockholder”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 17th, 2021 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of November 7, 2021, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), Zix Corporation, a Texas corporation (the “Company”), and Zephyr Holdco, LLC, a Delaware limited liability company (the “Stockholder”), an owner of shares of Series A Convertible Preferred Stock, par value $1.00 per share, of the Company (“Company Series A Preferred Stock”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
EX-2.2 3 d757236dex22.htm EX-2.2 EXECUTION VERSION TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 5th, 2020 • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of July 15, 2014, is made by and among ZipRealty, Inc., a Delaware corporation (the “Company”), Realogy Group LLC, a Delaware limited liability company (“Parent”), Honeycomb Acquisition, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Subsidiary”), and the individuals and entities set forth on Schedule A hereto (each, a “Stockholder” and collectively the “Stockholders”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
This Tender and Voting Agreement, dated as of October 8, 2002 (this “Agreement”), is made by and among BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”); GALAXY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and each of the stockholders of STARBASE CORPORATION, a Delaware corporation (the “Company”) identified on the signature pages hereto (collectively, the “Stockholders” and, individually, a “Stockholder”).
EX-99.(D)(3) 11 dex99d3.htm TENDER AND VOTING AGREEMENT Exhibit (d)(3) Execution Version TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 5th, 2020 • Delaware
TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of May 16, 2011 by and among Stryker Corporation, a Michigan corporation (“Parent”), Owl Acquisition Corporation, a Delaware corporation and direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Essex Woodlands Health Ventures Fund VII, L.P., a shareholder (“Shareholder”), of Orthovita, Inc., a Pennsylvania corporation (the “Company”).
FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 8th, 2009 • Aspect Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated September 27, 2009, is entered into between United States Surgical Corporation, a Delaware corporation (the “Parent”), Transformer Delaware Corp., a Delaware corporation and direct or indirect wholly owned subsidiary of the Parent (the “Purchaser”), and , (“Stockholder”), with respect to (i) shares of common stock, $0.01 par value per share (the “Company Common Stock”), of Aspect Medical Systems, Inc., a Delaware corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Company Common Stock, and (iii) any securities issued or exchanged with respect to such Company Common Stock, 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
TENDER AND VOTING AGREEMENTTender and Voting Agreement • August 1st, 2013 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated July 30, 2013, is entered into between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), BRGO Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Purchaser”), and [ ] (“Stockholder”), with respect to (i) the shares of common stock, par value $0.0001 per share (the “Shares”), of Trius Therapeutics, Inc., a Delaware corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares, 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 AND VOTING AGREEMENTTender and Voting Agreement • November 5th, 2012 • Sidewinder Drilling Inc. • Drilling oil & gas wells • Delaware
TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of September 24, 2012 between Sidewinder Drilling Inc., a Delaware corporation (“Parent”), and Union Drilling Company LLC, a Delaware limited liability company (“Stockholder”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 15th, 2010 • Pegasystems Inc • Services-computer processing & data preparation • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2010 by and among PEGASYSTEMS INC., a Massachusetts corporation (“Parent”), MAPLE LEAF ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and the undersigned stockholder (“Stockholder”) of CHORDIANT SOFTWARE, INC., a Delaware corporation (the “Company”).
AMENDED AND RESTATED TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 30th, 2009 • Hwga LTD • Services-computer processing & data preparation • Delaware
This AMENDED AND RESTATED TENDER AND VOTING AGREEMENT (this “Agreement”) dated September 30, 2009, among Dell Inc., a Delaware corporation (“Parent”), DII – Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Perot Family Trust (“Stockholder”), and Perot Systems Corporation, a Delaware corporation (“Company”).
TENDER AND VOTING AGREEMENT Dated as of November 14, 2010 among EMC CORPORATION, ELECTRON MERGER CORPORATION and THE PERSONS LISTED ON SCHEDULE I HERETOTender and Voting Agreement • November 16th, 2010 • Emc Corp • Computer storage devices • Delaware
This TENDER AND VOTING AGREEMENT, dated as of November 14, 2010 (this “Agreement”), is among EMC Corporation, a Massachusetts corporation (“Parent”), Electron Merger Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 17th, 2002 • Lunt Katherine B • Pens, pencils & other artists' materials • Pennsylvania
TENDER AND VOTING AGREEMENT, dated as of November 11 2002 (the “Agreement”), among FAC Holding Corporation, a Pennsylvania corporation (“Parent”), FAC Acquisition Corporation, a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Subsidiary”), and the persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 14th, 2007 • Cognos Inc • Services-prepackaged software • Massachusetts
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2007 by and between Cognos Incorporated, a Canadian corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Applix, Inc., a Massachusetts corporation (the “Company”).
Tender and Voting AgreementTender and Voting Agreement • March 16th, 2012 • Epolin Inc /Nj/ • Plastic materials, synth resins & nonvulcan elastomers • New Jersey
This Tender and Voting Agreement (this “Agreement”) dated March 14, 2012, is entered into between Polymathes Holdings I LLC, a New Jersey LLC (“Parent”), Polymathes Acquisition I Inc., a New Jersey corporation and direct wholly owned subsidiary of Parent (“Purchaser”), and Murray S. Cohen, (“Stockholder”), with respect to 1,945,958 shares of common stock, no par value (the “Shares”), of Epolin Inc., a New Jersey corporation (the “Company”).
