Certain Tender Offers. Notwithstanding any other provision of this Section 4, this Section 4 shall not prohibit or restrict any Disposition of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents by the Standstill Parties into (a) a tender offer by a Third Party which is not opposed by the Company’s Board of Directors (but only after the Company’s filing of a Schedule 14D-9, or any amendment thereto, with the SEC disclosing the recommendation of the Company’s Board of Directors with respect to such tender offer) or (b) an issuer tender offer by the Company.
Certain Tender Offers. Subject to the restrictions set forth in Section 3.3 hereof, this Section 3 shall not prohibit or restrict any Disposition of Shares of Then-Outstanding Common Stock and/or Common Stock Equivalents by the Standstill Parties into (i) a tender offer by a Third Party or (ii) an issuer tender offer by the Company.
Certain Tender Offers. The Company shall not itself, and shall not permit any Subsidiary to (1) make any Tender Offer for outstanding shares of Common Stock unless the Company contemporaneously therewith makes an offer, or (2) enter into an agreement regarding a Tender Offer for outstanding shares of Common Stock by any person other than the Company or any Subsidiary, unless such person agrees with the Company to make an offer, in either such case, to the Holder to purchase the same percentage of the outstanding principal amount of this Note held by the Holder as the percentage of outstanding shares of Common Stock offered to be purchased in such Tender Offer, at a price equal to the greater of (i) the Premium Price on the date of purchase pursuant to this Section 3.2 and (ii) the greater of (x) the Converted Market Price on the date of purchase pursuant to this Section 3.2 and (y) the greater of (A) the Converted Market Price on the date of the first public announcement of such Tender Offer and (B) the Converted Market Price on the date of purchase pursuant to this Section 3.2.
Certain Tender Offers. Notwithstanding the provisions of Section 5.1, if a Third Party Tender Offer is made and, within 10 Business Days of the date on which the Third Party Tender Offer is first published or sent or given, the Board of Directors does not recommend rejection of the Third Party Tender Offer in accordance with Rule 14e-2 under the Exchange Act, then Investor AB may tender into such Third Party Tender Offer, but in all other respects the provisions of Section 5.1 shall continue to apply.
Certain Tender Offers. Notwithstanding any other provision of this Section 8, this Section 8 shall not prohibit or restrict any disposition of ADSs, Ordinary Shares, and/or Non-Voting Ordinary Shares by an Investor or any of its Affiliates into (a) a tender offer by a third party which is not opposed by the Company’s Board of Directors (but only after the Company’s filing of a press release or other public notice with the SEC disclosing the recommendation of the Company’s Board of Directors with respect to such tender offer), (b) an issuer tender offer by the Company, (c) in connection with either: (i) the acceptance of a general offer for more than 50% of the ordinary share capital of the Company (or any part of it) or (ii) the provision of an irrevocable undertaking to accept an offer referred to in clause (i) above, (d) in connection with (i) any compromise or arrangement under Part 26 of the Companies Act providing for the acquisition by any person (or group of persons acting in concert) of more than 50% of the Ordinary Shares in issue and which compromise or arrangement is recommended by the Company’s Board of Directors, agreed by the requisite majorities of the members of the Company and sanctioned by the U.K. High Court; or (ii) the provision of an irrevocable undertaking to vote in favor of a compromise or arrangement referred to in clause (i) above, or (e) pursuant to any sale, transfer or arrangement under section 110 of the United Kingdom Insolvency Xxx 0000 in relation to the Company.
Certain Tender Offers. Notwithstanding any other provision of this Section 6, this Section 6 shall not prohibit or restrict any Disposition of Purchased Shares by the Standstill Parties into (a) a tender offer by a Third Party which is not opposed by the Company’s Board of Directors (but only after the Company’s filing of a Schedule 14D-9, or any amendment thereto, with the SEC disclosing the recommendation of the Company’s Board of Directors with respect to such tender offer), unless Holder is then in breach of its obligations pursuant to Section 6.1 with respect to the tender offer or (b) an issuer tender offer by the Company.
Certain Tender Offers. Notwithstanding the provisions of Section 5.1, if a Third Party Tender Offer is made and, within 10 Business Days of the date on which the Third Party Tender Offer is first published or sent or given, the Board of Directors does not recommend rejection of the Third Party Tender Offer in accordance with Rule 14e-2 under the Exchange Act, then Borse Dubai may tender into such Third Party Tender Offer, but in all other respects the provisions of Section 5.1 shall continue to apply.
Certain Tender Offers. By Parent, if a Tender Offer is commenced (as such term is defined in Rule 14d-2 under the Exchange Act), other than by Parent or a Subsidiary thereof, and the Company Board recommends (including in compliance with Section 7.08) that the stockholders of the Company tender their shares in such Tender Offer or otherwise fails to recommend that such stockholders reject such Tender Offer within the ten-Business-Day period specified in Rule 14e-2(a) under the Exchange Act.
Certain Tender Offers. Notwithstanding any other provision of this Section 4, this Section 4 shall not prohibit or restrict any Disposition of Purchased Shares by the Standstill Parties into (a) a tender offer by a Third Party which is not opposed by the Company’s Board of Directors (but only after the Company’s filing of a Schedule 14D-9, or any amendment thereto, with the SEC disclosing the recommendation of the Company’s Board of Directors with respect to such tender offer), unless Investor is then in breach of its obligations pursuant to Section 3.1 with respect to the tender offer or (b) an issuer tender offer by the Company.
Certain Tender Offers. Each Holder agrees that such Holder will not tender or exchange any Registrable Securities in any tender offer or exchange offer which has not been approved or recommended by the Board of Directors of the Company or a special committee thereof (a "Tender Offer") unless (a) such Holder has given written notice to the Company of its intention to tender such Restricted Securities in such Tender Offer and offers in such written notice to sell such Restricted Securities to the Company as provided in this Section 12.3, and (b) the Company has not, within five (5) business days after receiving the written notice of such Holder, accepted such Holder's offer in writing. If the Company accepts the Holder's offer (i) the Company shall be obligated to purchase, and the Holder shall be obligated to sell, the Restricted Securities subject to clause (vi) below, (ii) the purchase price for the Registrable Securities shall be the amount of consideration the Holder would receive for the Registrable Securities if they were tendered in the Tender Offer assuming, if applicable, that the Holder elected to receive all cash consideration, (iii) the purchase price shall be paid in cash with any non-cash consideration in the Tender Offer being deemed to have a value attributed to such consideration in the Tender Offer or, if no such value is specified, such value as shall reasonably be determined in good faith by the Board of Directors of the Company or a special committee thereof, (iv) the purchase and sale of the Registrable Securities shall be consummated within three (3) business days after the date on which the obligation of the offeror in the Tender Offer to purchase the Registrable Securities would have become non-contingent if such Registrable Securities were tendered in the Tender Offer, (v) if, after the date specified in clause (iv) it becomes apparent that the Holder would have received additional consideration if the Registrable Securities were tendered in the Tender Offer, the Company shall pay the Holder the amount of such additional consideration (valued, if applicable, in accordance with clause (iii) above) within three (3) business days after the date such consideration would have been paid to the Holder if the Registrable Securities were tendered in the Tender Offer, and (vi) if the Tender Offer is abandoned prior to the date specified in clause (iv), the Company's obligation to purchase, and the Holder's obligation to sell, the Registrable Securities shall autom...
