Tender and Voting Agreement definition

Tender and Voting Agreement has the meaning assigned in the Recitals.
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Tender and Voting Agreement shall have the meaning set forth in the Background section of this Agreement.
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Tender and Voting Agreement has the meaning specified in the recitals to this Agreement.
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Examples of Tender and Voting Agreement in a sentence

  • This proxy is irrevocable, is coupled with an interest and is granted in connection with a Stock Tender and Voting Agreement, dated as of the date hereof, among Saturn, SSI Acquisition Corp.

  • Parent, Purchaser, and each Stockholder have caused this Stock Tender and Voting Agreement to be duly executed as of the day and year first above written.

  • Each party shall use its reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and the Tender and Voting Agreement, and to submit promptly any additional information requested by any such Governmental Body.

  • Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date hereof, prepare and file any notifications required under any applicable antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated by this Agreement and the Tender and Voting Agreement.

  • Parent, Acquisition Sub and certain stockholders of the Company (the “Stockholders”) have entered into a certain Tender and Voting Agreement, dated as of the date hereof (the “Tender and Voting Agreement”), providing that, among other things, subject to the terms and conditions set forth therein, the Stockholders will support the transactions contemplated by this Agreement.

  • Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statement with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement and the Tender and Voting Agreement.

  • The Merger Agreement; The Tender and Voting Agreement) of this Offer to Purchase for more information.

  • The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, and the Tender and Voting Agreement of any state takeover law.

  • Any Change of Recommendation shall not change the approval of the Company Board for purposes of causing any state takeover statute or other state Law to be inapplicable to the Transactions, including each of the Offer and the Merger or the transactions contemplated by the Tender and Voting Agreement.

  • This Agreement shall become effective as of the Acceptance Time (as defined in the Share Allocation Agreement), unless: (a) the Agreement to Tender and Voting Agreement dated of even date herewith among Parent, Acquisition Sub and Shareholder was validly terminated by Shareholder prior to the Acceptance Time; and (b) Shareholder did not tender any securities of the Company held by Shareholder pursuant to the Offer (as defined in the Share Allocation Agreement) prior to the Acceptance Time.


More Definitions of Tender and Voting Agreement

Tender and Voting Agreement means each agreement, dated as of the date of this Agreement, among a Major Stockholder, Parent and Purchaser, pursuant to which each Major Stockholder has agreed, among other things, to tender the Shares held by such Major Stockholder in the Offer and a proxy with respect to the voting of such Shares upon the terms and subject to the conditions set forth therein.
Sample 1
Tender and Voting Agreement means the Tender and Voting Agreement, dated as of March 12, 2012, by and among Parent, HoldCo, Merger Sub and certain holders of shares of the Company’s Common Stock.
Sample 1
Tender and Voting Agreement shall have the meaning set forth in the Recitals.
Sample 1
Tender and Voting Agreement means that certain Tender and Voting Agreement dated as of the date hereof by and among certain shareholders of the Company, Parent and Merger Sub, as it may be amended from time to time.
Sample 1

Related to Tender and Voting Agreement

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

  • Tender and Paying Agent Agreement means the amended and restated tender and paying agent agreement, dated as of March 15, 2019, by and between the Fund and the Tender and Paying Agent, as amended, modified or supplemented from time to time, or any similar agreement with a successor tender and paying agent.

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

  • Voting Trust Agreement means the Voting Trust Agreement entered into ---------------------- as of April 15, 1996 by and among Xxxxxx X. Xxxx; Xxxxx X. Xxxx, Xx.; Xxxxx X. Xxxx, Xx.; and F. Xxxxxx Xxxxxxx as the Voting Trustees and the stockholders of LSAI Holding Corp. who are parties thereto.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

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

  • Variation Agreement means the agreement a copy of which is set out in Schedule 2;

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Investor Agreement means the Investor and Registration Rights Agreement, dated as of August 10, 2021, by and among the Company, the Peridot Class B Holders and the Li-Cycle Holders.

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

  • Reservation Agreement means a written contract entered into between MBOH and the taxpayer to provide for a Reservation and setting forth the terms and conditions under which the taxpayer may obtain a Carryover Commitment or Final Allocation.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • the Variation Agreement means the agreement a copy of which is set out in Schedule 2.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

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

  • the First Variation Agreement means the agreement a copy of which is set out in Schedule 2.

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

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.