Consequences of Tender Offers. Share-for-Share: Calculation Agent Adjustment. Share-for-Other: Calculation Agent Adjustment. Share-for-Combined: Calculation Agent Adjustment. Composition of Combined Consideration: Not Applicable. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market, Nasdaq Capital Market or the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange. Business Combination Exclusion: Notwithstanding the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder.
Consequences of Tender Offers. Share-for-Share: Calculation Agent Adjustment. Share-for-Other: Calculation Agent Adjustment. Share-for-Combined: Calculation Agent Adjustment. Composition of Combined Consideration: Not Applicable. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market, Nasdaq Capital Market or the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Consequences of Tender Offers. Share-for-Share: Alternative Obligation Share-for-Other: Alternative Obligation Share-for-Combined: Alternative Obligation Determining Party: Bear Xxxxxxx Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination) Determining Party: Bear Xxxxxxx
Consequences of Tender Offers. Tender Offer: Applicable; provided that the definition of “Tender Offer” in Section 12.1 of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in the third and fourth line thereof with “(a) greater than 10% and less than 100% of the outstanding Shares of the Issuer in the event that such Tender Offer is being made by the Issuer or any subsidiary thereof or (b) greater than 15% and less than 100% of the outstanding Shares of the Issuer in the event that such Tender Offer is being made by any entity or person other than the Issuer or any subsidiary thereof”. Share-for-Share: Modified Calculation Agent Adjustment. Share-for-Other: Modified Calculation Agent Adjustment. Share-for-Combined: Modified Calculation Agent Adjustment. Modified Calculation Agent Adjustment: The definition of “Modified Calculation Agent Adjustment” in Sections 12.2 and 12.3 of the Equity Definitions shall be amended by (i) inserting the following after the phrase, “(including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction” and immediately prior to the close of the parenthesis: “from a commercially reasonable period of time prior to and including the applicable Announcement Date to the earlier of the Valuation Date, any Early Termination Date or any other date of cancellation of such Transaction” and (ii) deleting the phrase “expected dividends,” from such parenthetical provision.
Consequences of Tender Offers. Share-for-Share: Calculation Agent Adjustment. Share-for-Other: Calculation Agent Adjustment. Share-for-Combined: Calculation Agent Adjustment. Composition of Combined Consideration: Not Applicable. Nationalization, Insolvency and Delisting: Cancellation and Payment (Calculation Agent Determination). Business Combination Exclusion: Notwithstanding the foregoing or any other provision herein, the parties agree that neither any PIPE financing in connection with the Business Combination nor the Business Combination shall not constitute a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder.
