Tendering Stockholder definition
Examples of Tendering Stockholder in a sentence
Each Stockholder (any such Stockholder shall, for purposes of this Section 2.2, be referred to as a "Tendering Stockholder") shall have the right to sell or exchange all its Equity Securities pursuant to a tender or exchange offer for the Equity Securities (an "Offer").
The delivery by the Company of an Exercise Notice and deposit of funds as provided above will, except as provided below, constitute an irrevocable agreement by the Company to purchase, and the Tendering Stockholder to sell, the Tendered Shares in accordance with the terms of this Section 2.2, whether or not the Offer or any other tender or exchange offer (a "Competing Tender Offer") for Equity Securities that was outstanding during the Offer is consummated.
If the Tendering Stockholder rescinds its Tender Notice pursuant to the immediately preceding sentence, the Company's Exercise Notice with respect to such Offer shall be deemed to be immediately rescinded and the Tendering Stockholder's disposition of its Equity Securities in response to the Offer with respect to which the Tender Notice is rescinded or any other Offer shall again be subject to all of the provisions of this Section 2.2.
The Support Agreements also provide that the Tendering Stockholder will vote its Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions.
Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into Support Agreements with certain stockholders (each a “Tendering Stockholder”), which provide, among other things, that the Tendering Stockholder will tender into the Offer, and not withdraw, all outstanding Shares the Tendering Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act).
All fractional shares of Direct Connect Common Stock to which Tendering Stockholder immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, shall be aggregated.
Under the terms of the Tender and Support Agreement, each Tendering Stockholder that owns an Op-Tech Warrant has agreed that until the earlier of (1) termination of the Tender and Support Agreement in accordance with its terms and (2) the Effective Time, the warrantholder shall not exercise, in whole or in part, the Op-Tech Warrant.
Failure to provide the information on the Substitute Form W-9 may subject the Tendering Stockholder to 31% federal income tax backup withholding on the payment of the purchase price for the Shares.
The Distribution Agent shall be instructed by IMS to aggregate all such fractional shares and sell them in an orderly manner after the Distribution Date in the open market and, after completion of such sales, distribute a pro rata portion of the net proceeds from such sales, based upon the gross selling price of all such fractional shares net of all selling expenses, to each Tendering Stockholder who would otherwise have received a fractional share.
Each Tendering Stockholder has entered into a Tender Agreement solely in his, her or its capacity as a record and beneficial owner of the Subject Shares, and, if applicable, nothing therein will limit or affect any actions taken in his, her or its capacity as an officer or director of the Company.