Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by it, or cause its Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date.
(b) Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred.
(c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.
(d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.
Tender of the Shares. (a) Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4, the Stockholder hereby agrees that he shall (i) take all steps necessary to tender his Shares, or cause his Shares to be tendered, into the Offer promptly following, and in any event no later than the third (3rd) business day prior to the Initial Expiration Date, or if the Stockholder has not received the Offer Documents by such time, within two (2) business days following receipt of such documents but in any event prior to the date of expiration of the Offer, free and clear of all Encumbrances and (ii) not withdraw his Shares, or cause his Shares to be withdrawn, from the Offer at any time. If the Stockholder acquires Shares after the date hereof, the Stockholder shall (i) tender or cause to be tendered such Shares on or before such tenth (10th) business day following the commencement of the Offer, or, if later, on or before the second (2nd) business day after such acquisition but in any event prior to the date of expiration of the Offer and (ii) not withdraw his Shares, or cause his Shares to be withdrawn, from the Offer at any time.
(b) If the Offer is terminated or withdrawn by the Purchaser, or the Merger Agreement is terminated prior to the exchange of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depository or exchange acting on behalf of the Purchaser promptly to return all tendered Shares to the registered holders thereof.
Tender of the Shares. Each Stockholder hereby agrees that (a) he or it shall tender his or its Shares into the Offer as promptly as practicable, and in any event no later than the fifth business day, following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and (b) he or it shall not withdraw any Shares so tendered unless the Offer is terminated or has expired without Purchaser purchasing all shares of Launch Common Stock validly tendered in the Offer.
Tender of the Shares. Unless this Agreement shall have been terminated in accordance with its terms, the Stockholder hereby agrees that he, she or it shall (i) tender the Shares (and deliver any certificates evidencing the Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed), or cause the Shares to be tendered, into the Offer promptly following the date hereof, and in any event no later than five Business Days prior to the Initial Expiration Time of the Offer, free and clear of all Encumbrances, and (ii) not withdraw the Shares, or cause the Shares to be withdrawn, from the Offer at any time. If the Stockholder acquires Shares after the date hereof, the Stockholder shall (A) tender or cause to be tendered such Shares on or before the fifth Business Day prior to the Initial Expiration Time or, if later, on or before the Business Day after such acquisition but in any event prior to the Expiration Time, and (B) not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time. In furtherance of and without limiting the generality of the foregoing, on or before the fifth Business Day prior to the Initial Expiration Time, the Stockholder shall (i) deliver or cause to be delivered to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to the Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer and (B) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer or the Offer Documents and (ii) instruct and cause any other Person who is the holder of record of any Shares beneficially owned by the Stockholder (including the Stockholder’s broker) to validly tender into the Offer such Shares pursuant to and in accordance with the terms and conditions of the Offer and the Offer Documents.
Tender of the Shares. Unless this Agreement shall have been terminated in accordance with its terms, and subject to Section 4 hereof, each Stockholder hereby agrees that it shall (i) tender its Shares (and deliver any certificates evidencing such Shares or an appropriate affidavit of lost certificate with respect thereto to the extent any of such certificates have been lost, misplaced or destroyed), or cause its Shares to be tendered, into the Offer promptly following the date hereof, and in any event no later than five (5) business days prior to the Initial Expiration Date of the Offer, free and clear of all Encumbrances and (ii) not withdraw its Shares, or cause its Shares to be withdrawn, from the Offer at any time. If a Stockholder acquires Shares after the date hereof, such Stockholder shall (A) tender or cause to be tendered such Shares on or before the fifth (5th) business day prior to the Initial Expiration Date or, if later, on or before the second business day after such acquisition but in any event prior to the Expiration Date, and (B) not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time.
Tender of the Shares. On or after January 4, 1999 the Stockholder shall tender the Shares to the Company, pursuant to the Offer contemplated in Article I of the Merger Agreement and shall not withdraw the Shares therefrom prior to the termination or expiration of the Offer or the termination of the Merger Agreement.
Tender of the Shares. Each Stockholder hereby agrees that, subject to the terms and conditions of Section 11 hereof, (a) such Stockholder shall tender his, her or its Shares into the Offer as promptly as practicable, and in any event no later than the fifth business day, following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and (b) such Stockholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn.
Tender of the Shares. Each Shareholder hereby agrees that unless this Agreement is terminated pursuant to Section 7 hereof, (a) Shareholder shall validly tender or cause to be validly tendered its Shares to Merger Sub pursuant to the Offer as promptly as practicable, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.01 of the Merger Agreement, and (b) Shareholder shall not withdraw or cause to be withdrawn any of Shareholder’s Shares so tendered unless the Offer is terminated or the Offer has expired without Merger Sub purchasing all shares of Common Stock validly tendered in the Offer.
Tender of the Shares. (a) The Shareholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Covered Shares beneficially held by them, or cause their Covered Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) Business Day following the commencement of the Offer, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances.
(b) The Shareholder agrees that once the Covered Shares are tendered into the Offer, the Shareholder shall not withdraw any Covered Shares from the Offer unless and until (i) the date that the Offer is terminated, withdrawn or expired or (ii) the termination of this Agreement or the Merger Agreement in accordance with Section 5.1.
Tender of the Shares. (a) Stockholder hereby agrees that it shall tender (and deliver any certificates evidencing) its Covered Shares that are shares of the Common Stock, or cause its Covered Shares that are shares of the Common Stock to be tendered, into the Offer promptly, and in any event no later than ten (10) Business Days, following the commencement of the Offer, or if Stockholder has not received the Offer Documents by such time, within five (5) Business Days following receipt of such documents, but in any event prior to the Expiration Date, free and clear of all Liens. Stockholder agrees that it will not withdraw such Covered Shares, or cause such Covered Shares to be withdrawn, from the Offer at any time.
(b) If the Offer is terminated or withdrawn by Purchaser, or the Merger Agreement is terminated prior to the purchase of the Covered Shares in the Offer, Parent and Purchaser shall promptly return, and shall cause any depository acting on behalf of Parent and Purchaser to return, all the Covered Shares tendered by Stockholder in the Offer to Stockholder.
