Common use of Tender Offers, Etc Clause in Contracts

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to ParentCo Common Shares (an "Offer") is proposed by ParentCo or is proposed to ParentCo or its shareholders and is recommended by the Board of Directors of ParentCo, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentCo, ParentCo shall, in good faith, take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an equivalent basis as the holders of ParentCo Common Shares, without discrimination, including, without limiting the generality of the foregoing, ParentCo will use its good faith efforts expeditiously to (and shall, in the case of a transaction proposed by ParentCo or where ParentCo is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against the Corporation (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer). If, on the happening of such event, a holder is required to retract or exchange his or her Exchangeable Shares, such requirement shall be conditional on ParentCo releasing the holders from the LockUp Agreement, as defined in the Acquisition Agreement, and on the holders being in the same position with respect to the sale of ParentCo Common Shares or stock issued in substitution therefor after the retraction or exchange of Exchangeable Shares as all other holders of Common Stock of ParentCo or such substituted stock.

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to ParentCo TSA Class A Common Shares (an "Offer") is proposed by ParentCo TSA or is proposed to ParentCo TSA or its shareholders and is recommended by the Board board of Directors directors of ParentCoTSA, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentCoTSA and the Exchangeable Shares are not redeemed by TSA Exchangeco or purchased by TSA Holdco (or TSA) pursuant to the Redemption Call Right or Automatic Exchange Rights, ParentCo shall, TSA will use its reasonable efforts in good faith, faith to take all such actions and do all such things as are reasonably necessary or desirable to enable and permit holders of Exchangeable Shares other than TSA and its Affiliates to participate in such Offer to the same extent and on an economically equivalent basis as the holders of ParentCo TSA Class A Common Shares, without discrimination, including, without . Without limiting the generality of the foregoing, ParentCo TSA will use its reasonable efforts in good faith efforts expeditiously to (and shall, in the case of a transaction proposed by ParentCo or where ParentCo is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract Exchangeable Shares as against the Corporation TSA Exchangeco (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the such Offer and only to the extent necessary to tender or deposit to the Offer). If, on Nothing herein shall affect the happening rights of such event, a holder is required TSA Exchangeco to retract redeem (or exchange his TSA Holdco or her TSA to purchase pursuant to the Redemption Call Right or Automatic Exchange Rights) Exchangeable Shares, such requirement shall be conditional on ParentCo releasing the holders from the LockUp Agreementas applicable, as defined in the Acquisition Agreement, and on the holders being in the same position with respect to the sale event of ParentCo Common Shares or stock issued in substitution therefor after the retraction or exchange of Exchangeable Shares as all other holders of Common Stock of ParentCo or such substituted stocka TSA Control Transaction.

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar other transaction with respect to ParentCo Common or series of related transactions (including any reconstruction, reorganization, merger or consolidation) affecting BEI Shares (an "OfferOFFER") is proposed by ParentCo BEI or is proposed to ParentCo BEI or its shareholders and is recommended by the Board of Directors of ParentCoBEI, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentCoBEI, ParentCo shalland any Exchangeable Shares are not redeemed by Exchangeco or purchased by BEI as contemplated by and in compliance with the Share Provisions, then BEI will use its reasonable efforts expeditiously and in good faith, faith to take all such actions and do all such things as are reasonably necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of ParentCo Common BEI Shares, without discrimination, including, without . Without limiting the generality of the foregoing, ParentCo BEI will use its reasonable efforts expeditiously and in good faith efforts expeditiously to (and shall, in the case of a transaction proposed by ParentCo BEI or where ParentCo BEI is a participant in the negotiation thereof) to ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract the Exchangeable Shares as against the Corporation Exchangeco (or, if so required, to ensure that any such retraction retraction, shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer). If, on Nothing herein shall affect the happening rights of such event, a holder is required Exchangeco under the Share Provisions to retract redeem (or exchange his or her BEI to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, such requirement shall be conditional on ParentCo releasing in the event of a BEI Control Transaction. In the event that BEI effects a merger for the sole purpose of changing its jurisdiction of incorporation, then the obligation to the holders from the LockUp Agreement, as defined in the Acquisition Agreement, and on the holders being in the same position with respect to the sale of ParentCo Common Shares or stock issued in substitution therefor after the retraction or exchange of Exchangeable Shares as all other holders shall be deemed satisfied if the successor corporation agrees to assume the obligations of Common Stock of ParentCo or such substituted stockBEI hereunder.

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar other transaction with respect to ParentCo Common or series of related transactions (including any reconstruction, reorganization, merger or consolidation) affecting Quanta Shares (an "“Offer"”) is proposed by ParentCo Quanta or is proposed to ParentCo Quanta or its shareholders and is recommended by the Board board of Directors directors of ParentCoQuanta, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentCoQuanta, ParentCo shalland any Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call Right as contemplated by and in compliance with the Share Provisions, then Quanta will use its reasonable efforts expeditiously and in good faith, faith to take all such actions and do all such things as are reasonably necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of ParentCo Common Quanta Shares, without discrimination, including, without . Without limiting the generality of the foregoing, ParentCo Quanta will use its reasonable efforts expeditiously and in good faith efforts expeditiously to (and shall, in the case of a transaction proposed by ParentCo Quanta or where ParentCo Quanta is a participant in the negotiation thereof) to ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract the Exchangeable Shares as against the Corporation Exchangeco (or, if so required, to ensure that any such retraction retraction, shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer). If, on Nothing herein shall affect the happening rights of such event, a holder is required Exchangeco under the Share Provisions to retract redeem (or exchange his or her Callco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, such requirement shall be conditional on ParentCo releasing the holders from the LockUp Agreement, as defined in the Acquisition Agreement, and on the holders being in the same position with respect to the sale event of ParentCo Common Shares or stock issued in substitution therefor after the retraction or exchange of Exchangeable Shares as all other holders of Common Stock of ParentCo or such substituted stocka Quanta Control Transaction.

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to ParentCo the Pubco Common Shares Stock (an "Offer") is proposed by ParentCo Pubco or is proposed to ParentCo Pubco or its shareholders and is recommended by the Board board of Directors directors of ParentCoPubco, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentCoPubco, ParentCo shall, in good faith, Pubco shall take all such reasonable actions and do all such things as are reasonably necessary or desirable to enable and permit holders of the Exchangeable Shares to participate in such Offer to the same extent and on an equivalent basis as the holders of ParentCo shares of the Pubco Common SharesStock, without discrimination, including, without limiting the generality of the foregoing, ParentCo Pubco will use its good faith efforts expeditiously to (and shall, in the case of a transaction proposed by ParentCo Pubco or where ParentCo Pubco is a participant in the negotiation thereof) ensure that holders of the Exchangeable Shares may participate in all such Offers without being required to retract the Exchangeable Shares as against the Corporation Amalco (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer). If, on [Nothing herein shall affect the happening rights of such event, a holder is required Amalco to retract redeem or exchange his or her Pubco to acquire Exchangeable Shares, such requirement shall be conditional on ParentCo releasing the holders from the LockUp Agreementas applicable, as defined in the Acquisition Agreement, and on the holders being in the same position with respect to the sale event of ParentCo Common Shares or stock issued in substitution therefor after the retraction or exchange of Exchangeable Shares as all other holders of Common Stock of ParentCo or such substituted stocka Pubco Control Transaction.]

Tender Offers, Etc. In the event that a merger, consolidation or tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to ParentCo PureRay U.S. Common Shares (an "“Offer"”) is proposed by ParentCo PureRay U.S. or is proposed to ParentCo PureRay U.S. or its shareholders and is recommended by the Board board of Directors directors of ParentCoPureRay U.S., or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentCoPureRay U.S. and the Exchangeable Shares are not redeemed by the Corporation or purchased by PureRay Holdings (or PureRay U.S.) pursuant to the Redemption Call Right, ParentCo shall, PureRay U.S. will use its reasonable efforts expeditiously and in good faith, faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of ParentCo PureRay U.S. Common Shares, without discrimination, including, without . Without limiting the generality of the foregoing, ParentCo PureRay U.S. will use its reasonable efforts expeditiously and in good faith efforts expeditiously to (and shall, in the case of a transaction proposed by ParentCo or where ParentCo is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against the Corporation (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer). IfNothing herein shall affect the rights of the Corporation to redeem (or PureRay Holdings or PureRay U.S.) to purchase pursuant to the Redemption Call Right, on the happening of such event, a holder is required to retract or exchange his or her Exchangeable Shares, such requirement shall be conditional on ParentCo releasing the holders from the LockUp Agreementas applicable, as defined in the Acquisition Agreement, and on the holders being in the same position with respect to the sale event of ParentCo Common Shares or stock issued in substitution therefor after the retraction or exchange of Exchangeable Shares as all other holders of Common Stock of ParentCo or such substituted stocka PureRay U.S. Control Transaction.

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to ParentCo Common Shares StarPoint Trust Units (an "Offer"a “Bid”) is proposed by ParentCo StarPoint Energy Trust or is proposed to ParentCo StarPoint Energy Trust or its shareholders the holders of StarPoint Trust Units, and is recommended by the board of directors of StarPoint Energy Ltd. or the Board of Directors of ParentCoAmalgamationCo, as applicable, or is otherwise effected or to be effected with the consent or approval of the board of directors of StarPoint Energy Ltd. or the Board of Directors of ParentCoAmalgamationCo, ParentCo as applicable, StarPoint Energy Trust or AmalgamationCo or both shall, in good faith, use reasonable efforts to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer Bid to the same extent and on an economically equivalent basis as the holders of ParentCo Common SharesStarPoint Trust Units, without discrimination, including, without limiting the generality of the foregoing, ParentCo StarPoint Energy Trust or AmalgamationCo or both will use its good faith efforts expeditiously to (and shall, in the case of a transaction proposed by ParentCo StarPoint Energy Trust or AmalgamationCo or both or where ParentCo StarPoint Energy Trust or AmalgamationCo or both is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in all such Offers Bids without being required to retract Exchangeable Shares as against the Corporation AmalgamationCo (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer Bid and only to the extent necessary to tender or deposit to the OfferBid). If, on the happening of such event, a holder is required to retract or exchange his or her Exchangeable Shares, such requirement shall be conditional on ParentCo releasing the holders from the LockUp Agreement, as defined in the Acquisition Agreement, and on the holders being in the same position with respect to the sale of ParentCo Common Shares or stock issued in substitution therefor after the retraction or exchange of Exchangeable Shares as all other holders of Common Stock of ParentCo or such substituted stock.