Tender Shares definition

Tender Shares has the meaning set forth in Section 1.1.

Tender Shares. As defined in Section 3.4(a) hereof.

Tender Shares means the shares as Common Stock purchased by Purchaser in the Tender Offer.

Examples of Tender Shares in a sentence

• This Agreement and Seller's obligation to tender provided herein shall terminate on the earlier of the payment for the Tender Shares pursuant to the Offer and the termination of the Merger Agreement in accordance with its terms.

• Xxxxxx xxx Richxxx Xxxxxxxxx, xx either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2.

• Seller has good and valid title to the Owned Shares and, upon the acquisition thereof, will have good and valid title to any other Tender Shares, in each case, free and clear of any lien, pledge, charge, encumbrance or claim of whatever nature and, upon the purchase of the Tender Shares by Purchaser, Seller will deliver good and valid title to the Tender Shares, free and clear of any lien, charge, encumbrance or claim of whatever nature.

• Seller hereby acknowledges and agrees that Parent's and Purchaser's obligation to accept for payment and pay for the Tender Shares is subject to the terms and conditions of the Offer.

• The representations and warranties made herein shall terminate upon Seller's sale of the Tender Shares to Purchaser in the Offer, other than Seller's representation and warranty in Section 3.1, which shall survive the sale of the Tender Shares and the termination of this Agreement following such sale.

More Definitions of Tender Shares

Tender Shares shall have the meaning set forth in the Recitals.

Tender Shares means: (i) all shares of Company Common Stock Owned by Stockholder as of the date of this Agreement; and (ii) all additional shares of Company Common Stock of which Stockholder acquires Ownership (including without limitation as a result of any Subject Securities) during the period from the date of this Agreement through the Expiration Date. A Person shall be deemed to have effected a "Transfer" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein; or (iii) reduces such Person's beneficial ownership interest in or risk relating to any such security. [SIGNATURE PAGE TO FOLLOW]

Tender Shares means the lesser of (i) 3,000,000 shares of Common Stock and (ii) the maximum number of shares of Common Stock of the Corporation which, when combined with (A) the number of shares of Common Stock of the Corporation purchased by Buyer pursuant to that certain Stock Purchase Agreement dated as of July 30, 2002 between Cyber Net and Buyer (and/or one of its Affiliates) and (B) all other relevant events during the applicable testing period, does not result in the percentage of stock of the Corporation owned by one or more 5 percent shareholders having increased by more than 44.9 percentage points over the lowest percentage of stock owned by such shareholders at any time during the testing period, all as within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder.

Tender Shares has the meaning set forth in Section 7.2(a).

Tender Shares shall have the meaning assigned to such term in the introductory statement to this Agreement.

Tender Shares has the meaning set forth in the recitals to this Agreement.

Tender Shares means: (i) all shares of Company Common