Tender and Support Agreements definition

Tender and Support Agreements shall have the meaning set forth in the Recitals.
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Tender and Support Agreements means (i) the Tender and Support Agreements, dated as of January 11, 2009, by and among the Parent and ValueAct Capital Master Fund, L.P, ValueAct Capital Master Fund III, L.P, and Xxxxx Xxxxxx, as such may be amended from time to time; and (ii) the Tender and Support Agreements, dated as of January 11, 2009, by and among the Parent and Xxxxx X. Xxxxx.
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Tender and Support Agreements means each tender and support agreement in favor of Parent and Purchaser to be executed substantially concurrently with the execution of the Merger Agreement by certain directors of the Company.
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Examples of Tender and Support Agreements in a sentence

  • No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Applicable Law applies to the Offer, the Merger, this Agreement, the Tender and Support Agreements or any of the other transactions contemplated hereby or thereby, including any antitakeover Applicable Law that would limit or restrict Parent of any of its Affiliates from exercising its ownership of shares of Company Common Stock acquired in the Offer and the Merger.

  • Other than Barclays, neither the Company nor any Company Subsidiary has employed or engaged any investment banker, broker or finder in connection with the Transactions who is entitled to any fee or any commission in connection with this Agreement, the Tender and Support Agreements, any of the Transactions contemplated by this Agreement, any of the any of the Transactions contemplated by the Tender and Support Agreements or upon consummation of the Offer and the Merger.

  • The following is a summary of the material provisions of the Tender and Support Agreements (as defined below).

  • The Company Board has taken all action necessary to render Section 203 of the DGCL and any other takeover, anti-takeover, moratorium, “fair price,” “control share,” or similar Law inapplicable to the Offer, the Tender and Support Agreements and the Merger.

  • The Tender and Support Agreements also provide that the Supporting Stockholders will vote their Shares against certain alternative corporate transactions.

  • No Change of Recommendation shall change, or be deemed to change, or permit the Company or the Company Board of Directors to change, in any manner or respect the approval of the Company Board of Directors for purposes of causing any Takeover Statute to be inapplicable to the Merger or any of the other Transactions (including, for the avoidance of doubt, the Tender and Support Agreements).

  • For a complete understanding of the Tender and Support Agreements, you are encouraged to read the full text of the form of Tender and Support Agreement.

  • It is acknowledged that, in connection with the transactions contemplated by the Transaction Agreement, the Investor may enter, or has entered, into the Tender and Support Agreements with the VC Funds other than the VC Shareholder.

  • The following description of the Tender and Support Agreements is only a summary and is qualified in its entirety by reference to the form of Tender and Support Agreement, a copy of which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference.

  • Other than the Tender and Support Agreements, neither the Company nor any of its Subsidiaries is a party to any voting trust, proxy, voting agreement or other similar agreement with respect to the voting of any Company Securities.


More Definitions of Tender and Support Agreements

Tender and Support Agreements has the meaning set forth in the Recitals. “Termination Fee” means an amount equal to $22,000,000.
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Tender and Support Agreements shall have the meaning set forth in the Preamble.
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Tender and Support Agreements means the separate Tender and Support Agreements dated as of March 19, 2022 among Woodgrain, Merger Sub and certain stockholders of the Company.
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Related to Tender and Support Agreements

  • Support Agreements has the meaning set forth in the Recitals.

  • Support Agreement has the meaning set forth in the Recitals.

  • Program Support Agreement means and includes any Liquidity Agreement and any other agreement entered into by any Program Support Provider providing for: (a) the issuance of one or more letters of credit for the account of any Conduit Purchaser, (b) the issuance of one or more surety bonds for which the such Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, (c) the sale by such Conduit Purchaser to any Program Support Provider of the Purchased Interest (or portions thereof) maintained by such Conduit Purchaser and/or (d) the making of loans and/or other extensions of credit to any Conduit Purchaser in connection with such Conduit Purchaser’s securitization program contemplated in this Agreement, together with any letter of credit, surety bond or other instrument issued thereunder.

  • Sponsor Support Agreement has the meaning set forth in the recitals to this Agreement.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Plan Support Agreement has the meaning set forth in the Recitals.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Substitution Agreement means the substitution agreement, substantially in the form set forth in the Schedules as entered into/ proposed to be entered into between the Authority, Developer, and the Lenders in relation to the substitution of the Developer with the Nominated Company in accordance with the Agreement;

  • Joint Agreement means a type of Fund Use Agreement between the Consortium and the Fund Council that sets forth an umbrella set of terms and conditions that govern principally the submission and approval of CRP proposals and the transfer and use of funds from the CGIAR Fund for implementation of CRPs.

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Agent Agreement means the agreement entered into on or about the Issue Date between the Issuer and the Agent, or any replacement agent agreement entered into after the Issue Date between the Issuer and an Agent.

  • Replacement Agreement shall have the meaning set forth in Paragraph 2(b) hereof.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Connection Agreement means an agreement entered into between a distributor and a person connected to its distribution system that delineates the conditions of the connection and delivery of electricity to or from that connection;

  • Subscription Agreements has the meaning specified in the Recitals hereto.

  • TBT Agreement means the Agreement on Technical Barriers to Trade, which is part of the WTO Agreement;

  • Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

  • Investment Agreements has the meaning set forth in the Recitals.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.