Common use of Tender Offers Clause in Contracts

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RG Shares (an “Offer”) is proposed by RG or is proposed to RG or its shareholders and is recommended by the Board of Directors of RG, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of RG, and the Exchangeable Shares are not redeemed by Canco or purchased by Callco pursuant to the Redemption Call Right, RG shall expeditiously and 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 (other than RG and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of RG Shares, without discrimination. Without limiting the generality of the foregoing, RG shall expeditiously and in good faith take all such actions and do all such things as are necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Canco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an RG Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RG Newmont Shares (an “Offer”) is proposed by RG Newmont or is proposed to RG Newmont or its shareholders and is recommended by the Board of Directors of RGNewmont, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of RGNewmont, and the Exchangeable Shares are not redeemed by Canco New Exchangeco or purchased by Callco or Newmont pursuant to the Redemption Call Right, RG shall Newmont will expeditiously and in good faith 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 RG Newmont and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of RG Newmont Shares, without discrimination. Without limiting the generality of the foregoing, RG shall Newmont will expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Canco New Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco New Exchangeco to redeem (or Callco or Newmont to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an RG a Newmont Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RG Patch Shares (an “"Offer”") is proposed by RG Patch or is proposed to RG Patch or its shareholders and is recommended by the Board of Directors of RGPatch, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of RGPatch, and the Exchangeable Shares are not redeemed by Canco Exchangeco or purchased by Callco pursuant to Patch as contemplated by and in compliance with the Redemption Call RightShare Provisions, RG shall then Patch will use its reasonable efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of the Exchangeable Shares (other than RG and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of RG Patch Shares, without discrimination. Without limiting the generality of the foregoing, RG shall Patch will use its reasonable efforts expeditiously and in good faith take all such actions and do all such things as are necessary (in the case of a transaction by Patch or desirable where Patch is a participant in the negotiation thereof) to ensure that holders of the Exchangeable Shares may participate in each all such Offer Offers without being required to retract the Exchangeable Shares as against Canco Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco Exchangeco under the Share Provisions to redeem (or Callco Patch to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of an RG a Patch Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RG SPAC Shares (an “Offer”) is proposed by RG SPAC or is proposed to RG SPAC or its shareholders and is recommended by the Board board of Directors directors of RGSPAC, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of RGSPAC, and the Exchangeable Shares are not redeemed by Canco ExchangeCo or purchased by Callco SPAC pursuant to the Redemption Call Right, RG SPAC and ExchangeCo shall expeditiously and 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 Beneficiaries (other than RG SPAC and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of RG SPAC Shares, without discrimination. Without limiting the generality of the foregoing, RG SPAC and ExchangeCo shall expeditiously and in good faith take all such actions and do all such things as are necessary or desirable to ensure that holders of Exchangeable Shares Beneficiaries may participate in each such Offer without being required to retract Exchangeable Shares as against Canco 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 such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco ExchangeCo to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an RG a SPAC Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RG WSI Common Shares (an “Offer”"OFFER") is proposed by RG WSI or is proposed to RG WSI or its shareholders and is recommended by the Board board of Directors directors of RGWSI, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of RGWSI, and the Exchangeable Shares are not redeemed by Canco CERI or purchased by Callco Capital Holdings pursuant to the Redemption Call Right, RG shall WSI will expeditiously and 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 (other than RG WSI and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of RG WSI Common Shares, without discrimination. Without limiting the generality of the foregoing, RG shall WSI will expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Canco CERI (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco CERI to redeem (or Callco Capital Holdings to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an RG a WSI Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RG Patch Shares (an “Offer”"OFFER") is proposed by RG Patch or is proposed to RG Patch or its shareholders and is recommended by the Board of Directors of RGPatch, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of RGPatch, and the Exchangeable Shares are not redeemed by Canco Exchangeco or purchased by Callco pursuant to Patch as contemplated by and in compliance with the Redemption Call RightShare Provisions, RG shall then Patch will use its reasonable efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of the Exchangeable Shares (other than RG and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of RG Patch Shares, without discrimination. Without limiting the generality of the foregoing, RG shall Patch will use its reasonable efforts expeditiously and in good faith take all such actions and do all such things as are necessary (in the case of a transaction by Patch or desirable where Patch is a participant in the negotiation thereof) to ensure that holders of the Exchangeable Shares may participate in each all such Offer Offers without being required to retract the Exchangeable Shares as against Canco Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco Exchangeco under the Share Provisions to redeem (or Callco Patch to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of an RG a Patch Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RG WSI Common Shares (an “Offer”) is proposed by RG WSI or is proposed to RG WSI or its shareholders and is recommended by the Board board of Directors directors of RGWSI, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of RGWSI, and the Exchangeable Shares are not redeemed by Canco CERI or purchased by Callco Capital Holdings pursuant to the Redemption Call Right, RG shall WSI will expeditiously and 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 (other than RG WSI and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of RG WSI Common Shares, without discrimination. Without limiting the generality of the foregoing, RG shall WSI will expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Canco CERI (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco CERI to redeem (or Callco Capital Holdings to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an RG a WSI Control Transaction.