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 Lululemon Common Shares (an “Offer”) is proposed by Lululemon or is proposed to Lululemon or its shareholders and is recommended by the board of directors of Lululemon, or is otherwise effected or to be effected with the consent or approval of the board of directors of Lululemon, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call Right, Lululemon 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 Exchangeable Shares (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent or on an economically equivalent basis as the holders of Lululemon Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against 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 Exchangeco to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon 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 Lululemon Common MEC Class A Shares (an “"Offer”") is proposed by Lululemon MEC or is proposed to Lululemon MEC or its shareholders and is recommended by the board Board of directors Directors of LululemonMEC, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonMEC, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco MEC pursuant to the Redemption Call Right, Lululemon MEC 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 Exchangeable Shares (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Common MEC Class A Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon MEC will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each all such Offer Offers without being required to retract Exchangeable Shares as against 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 Exchangeco to redeem (or Callco MEC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon an MEC 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 Lululemon Parent Common Shares (an “"Offer”") is proposed by Lululemon Parent or is proposed to Lululemon Parent or its shareholders and is recommended by the board Board of directors Directors of LululemonParent, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonParent, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to NovaScotiaco as contemplated by and in compliance with the Redemption Call RightShare Provisions, Lululemon Parent 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 Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Parent will use its reasonable efforts expeditiously and in good faith (and shall, in the case of a transaction by Parent or where Parent 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 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 the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco under the Share Provisions to redeem (or Callco NovaScotiaco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Lululemon Parent Control Transaction.

Tender Offers. In the event that a tender cash offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Lululemon US Gold Common Shares Stock (an “"Offer”") is proposed by Lululemon US Gold or is proposed to Lululemon US Gold or its shareholders and is recommended by the board of directors of LululemonUS Gold, or is otherwise effected or to be effected with the consent or approval of the board of directors of LululemonUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call Right, Lululemon US Gold and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its reasonable efforts control) 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 Exchangeable Shares (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon shares of US Gold Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Lululemon US Gold and Exchangeco will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against 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 right of Exchangeco to redeem (redeem, or US Gold or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of a Lululemon US Gold 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 Lululemon Common Akerna Shares (an “Offer”) is proposed by Lululemon Akerna or is proposed to Lululemon Akerna or its shareholders and is recommended by the board of directors of LululemonAkerna, or is otherwise effected or to be effected with the consent or approval of the board of directors of LululemonAkerna, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Akerna or Callco pursuant to the Redemption Call Right, Lululemon Akerna and Exchangeco 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 Exchangeable Shares (other than Lululemon Akerna and its subsidiariesaffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Common Akerna Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Akerna and Exchangeco will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against 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 Exchangeco to redeem (redeem, or Akerna or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of a Lululemon an Akerna 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 Lululemon Delaware Common Shares Stock (an “Offer”) is proposed by Lululemon Parent or is proposed to Lululemon Parent or its shareholders and is recommended by the board of directors of LululemonParent, or is otherwise effected or to be effected with the consent or approval of the board of directors of LululemonParent, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by Callco CallCo pursuant to the Redemption Call Right, Lululemon Parent and ExchangeCo will use its commercially 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 Exchangeable Shares (other than Lululemon Parent and its subsidiariesAffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Delaware Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Lululemon Parent and ExchangeCo will use its commercially reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco 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 in this Agreement shall affect the rights of Exchangeco ExchangeCo to redeem (redeem, or Callco CallCo to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of a Lululemon Parent Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-take- over bid or similar transaction with respect to Lululemon shares of SMTC Common Shares Stock (each, an “"Offer”") is proposed by Lululemon SMTC or is proposed to Lululemon SMTC or its shareholders and is recommended by the board of directors of LululemonSMTC, or is otherwise effected or to be effected with the consent or approval of the board of directors of LululemonSMTC, and the Exchangeable Shares are not redeemed by Exchangeco SMTC Canada or purchased by Callco SMTC Nova Scotia pursuant to the Redemption Call Right, Lululemon SMTC will use its reasonable efforts 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 (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon shares of SMTC Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Lululemon SMTC will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each all such Offer Offers without being required to exercise their right to retract Exchangeable Shares as against Exchangeco SMTC Canada (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 to or deposit to under the Offer). Nothing herein shall affect the rights of Exchangeco SMTC Canada to redeem (or Callco SMTC Nova Scotia to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon an SMTC 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 Lululemon Apta Common Shares (an “"Offer”") is proposed by Lululemon Apta or is proposed to Lululemon Apta or its shareholders and is recommended by the board Board of directors Directors of LululemonApta, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonApta, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to NovaScotiaco as contemplated by and in compliance with the Redemption Call RightShare Provisions, Lululemon Apta 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 Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Apta Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Apta will use its reasonable efforts expeditiously and in good faith (and shall, in the case of a transaction by Apta or where Apta 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 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 the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco under the Share Provisions to redeem (or Callco NovaScotiaco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Lululemon Apta 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 Lululemon Common the Shire Ordinary Shares (an “Offer”"OFFER") is proposed by Lululemon Shire or is proposed to Lululemon Shire or its shareholders and is recommended by the board Board of directors Directors of LululemonShire, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonShire, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by Callco CallCo pursuant to the Redemption Call Right, Lululemon Shire will use its reasonable best 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 Exchangeable Shares (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Common Shire Ordinary Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Shire will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each all such Offer Offers without being required to retract Exchangeable Shares as against Exchangeco 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 the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco ExchangeCo to redeem (or Callco CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon Shire 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 Lululemon Rational Common Shares (an “"Offer”") is proposed by Lululemon Rational or is proposed to Lululemon Rational or its shareholders and is recommended by the board Board of directors Directors of LululemonRational, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonRational, and the Exchangeable Shares are not redeemed by Exchangeco Acquisition Sub or purchased by Callco Holding ULC pursuant to the Redemption Call Right, Lululemon Rational 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 Exchangeable Shares (other than Lululemon and its subsidiaries) to participate in such the Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Rational Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Rational will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer all Offers without being required to retract Exchangeable Shares as against Exchangeco Acquisition Sub (or, if so required, to ensure that any such retraction shall the retraction, will be effective only upon, and shall will 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 in this Agreement affects the rights of Exchangeco Acquisition Sub to redeem (or Callco Holding ULC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon Rational 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 Lululemon Common Vail Shares (an “Offer”) is proposed by Lululemon Vail or is proposed to Lululemon Vail or its shareholders and is recommended by the board of directors of LululemonVail, or is otherwise effected or to be effected with the consent or approval of the board of directors of LululemonVail, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Vail or Callco pursuant to the Redemption Call Right, Lululemon Vail and Exchangeco 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 Exchangeable Shares (other than Lululemon Vail and its subsidiariesaffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Common Vail Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Vail and Exchangeco will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against 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 Exchangeco to redeem (redeem, or Vail or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of a Lululemon Vail 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 Lululemon Merge Common Shares (an “Offer”” ) is proposed by Lululemon Merge or is proposed to Lululemon Merge or its shareholders and is recommended by the board Board of directors Directors of LululemonMerge, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonMerge, and the Exchangeable Shares are not redeemed by Exchangeco Matsub or purchased by Callco Merge Newco pursuant to the Redemption Call Right, Lululemon Merge 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 Exchangeable Shares (other than Lululemon Merge and its subsidiariesAffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Merge Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Merge will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco Matsub (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 Exchangeco Matsub to redeem (or Callco Merge Newco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon Merge 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 Lululemon Parent Common Shares (an “"Offer”") is proposed by Lululemon Parent or is proposed to Lululemon Parent or its shareholders and is recommended by the board Board of directors Directors of LululemonParent, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonParent, and the Exchangeable Shares are not redeemed by Exchangeco Mergeco or purchased by Callco Parent pursuant to the Redemption Call RightRights, Lululemon Parent 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 Exchangeable Shares (other than Lululemon Parent and its subsidiariesAffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Parent will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco Mergeco (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 Exchangeco Mergeco to redeem (or Callco Parent to purchase pursuant to the Redemption Call RightRights) Exchangeable Shares, as applicable, in the event of a Lululemon Parent Control Transaction.

Tender Offers. In the event that a tender cash offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Lululemon US Gold Common Shares Stock (an “Offer”) is proposed by Lululemon US Gold or is proposed to Lululemon US Gold or its shareholders and is recommended by the board of directors of LululemonUS Gold, or is otherwise effected or to be effected with the consent or approval of the board of directors of LululemonUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call Right, Lululemon US Gold and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its reasonable efforts control) 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 Exchangeable Shares (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon shares of US Gold Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Lululemon US Gold and Exchangeco will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against 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 right of Exchangeco to redeem (redeem, or US Gold or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of a Lululemon US Gold Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid bid, or similar transaction with respect to Lululemon Common Parent Shares (an “Offer”) is proposed by Lululemon Parent or is proposed to Lululemon Parent or its shareholders and is recommended by the board of directors of LululemonParent, or is otherwise effected or to be effected with the consent or approval of the board of directors of LululemonParent, and the Exchangeable Shares are not redeemed by Exchangeco the Company or purchased by Parent or Callco pursuant to the Redemption Call Right, Lululemon Parent and the Company 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 Exchangeable Shares (other than Lululemon Parent and its subsidiariesSubsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Common Parent Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Parent and the Company will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco the Company (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 Exchangeco the Company to redeem (redeem, or Parent or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of a Lululemon Control Parent Extraordinary Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-take- over bid or similar transaction with respect to Lululemon NPS Common Shares (an “"Offer”") is proposed by Lululemon NPS or is proposed to Lululemon NPS or its shareholders and is recommended by the board Board of directors Directors of LululemonNPS, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonNPS, and the Exchangeable Shares are not redeemed by Exchangeco NPS - Allelix Inc. or purchased by Callco NPS Holdings pursuant to the Redemption Call Right, Lululemon NPS 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 Exchangeable Shares (other than Lululemon NPS and its subsidiariesAffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon NPS Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon NPS will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco NPS - Allelix Inc. (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 Exchangeco NPS - Allelix Inc. to redeem (or Callco NPS Holdings to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon NPS 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 Lululemon FCE Common Shares Stock (an “"Offer”") is proposed by Lululemon FCE or is proposed to Lululemon FCE or its shareholders and is recommended by the board Board of directors Directors of LululemonFCE, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonFCE, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by Callco pursuant to the Redemption Call Right, Lululemon will use its reasonable efforts expeditiously and FCE shall in good faith to take all such actions and do all such things as are necessary or desirable and in its power to enable and permit holders of Exchangeable Shares (other than Lululemon FCE and its subsidiariesAffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon FCE Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Lululemon FCE will use its reasonable good faith efforts expeditiously to (and in good faith to the case of a transaction proposed by FCE or where it is a participant in the negotiation thereof it will) ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco 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 Exchangeco ExchangeCo to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon FCE 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 Lululemon Common Goldstrike Shares (an “"Offer”") is proposed by Lululemon Goldstrike or is proposed to Lululemon Goldstrike or its shareholders and is recommended by the board Board of directors Directors of LululemonGoldstrike, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonGoldstrike, and the Exchangeable Shares are not redeemed by Exchangeco the Corporation or purchased by Callco pursuant to the Redemption Call Right, Lululemon Goldstrike 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 Exchangeable Shares (other than Lululemon Goldstrike and its subsidiariesAffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Common Goldstrike Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Goldstrike will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco the Corporation (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 Exchangeco the Corporation to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon Goldstrike 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 Lululemon Common Polar US Shares (an “Offer”) is proposed by Lululemon Polar US or is proposed to Lululemon Polar US or its shareholders and is recommended by the board of directors of LululemonPolar US, or is otherwise effected or to be effected with the consent or approval of the board of directors of LululemonPolar US, and the Class A Exchangeable Shares are not redeemed by Exchangeco New Polar or purchased by Callco pursuant to the Redemption Call Right, Lululemon Polar US will use its commercially 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 Class A Exchangeable Shares (other than Lululemon Polar US and its subsidiariesAffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Common Polar US Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Polar US will use its commercially reasonable efforts expeditiously and in good faith to ensure that holders of Class A Exchangeable Shares may participate in each all such Offer Offers without being required to retract Class A Exchangeable Shares as against Exchangeco New Polar (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 Exchangeco New Polar to redeem (or Callco to purchase pursuant to the Redemption Call Right) Class A Exchangeable Shares, as applicable, in the event of a Lululemon Polar US 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 Lululemon WACI Common Shares (an “"Offer”") is proposed by Lululemon WACI or is proposed to Lululemon WACI or its shareholders and is recommended by the board Board of directors Directors of LululemonWACI, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonWACI, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to WACI as contemplated by and in compliance with the Redemption Call RightShare Provisions, Lululemon then WACI 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 Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon WACI Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon WACI will use its reasonable efforts expeditiously and in good faith (in the case of a transaction by WACI or where WACI 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 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 the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco under the Share Provisions to redeem (or Callco WACI to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Lululemon WACI 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 Lululemon Parent Common Shares (an “"Offer”") is proposed by Lululemon Parent or is proposed to Lululemon Parent or its shareholders and is recommended by the board Board of directors Directors of LululemonParent, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonParent, and the Exchangeable Shares are not redeemed by Exchangeco Purchaser or purchased by Callco Parent pursuant to the Redemption Call RightRights, Lululemon Parent 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 Exchangeable Shares (other than Lululemon Parent and its subsidiariesAffiliates) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Parent will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco Purchaser (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 Exchangeco Purchaser to redeem (or Callco Parent to purchase pursuant to the Redemption Call RightRights) Exchangeable Shares, as applicable, in the event of a Lululemon Parent 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 Lululemon Common the Shire Ordinary Shares (an “Offer”) is proposed by Lululemon Shire or is proposed to Lululemon Shire or its shareholders and is recommended by the board Board of directors Directors of LululemonShire, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of LululemonShire, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by Callco CallCo pursuant to the Redemption Call Right, Lululemon Shire will use its reasonable best 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 Exchangeable Shares (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent or and on an economically equivalent basis as the holders of Lululemon Common Shire Ordinary Shares, without discrimination. Without limiting the generality of the foregoing, Lululemon Shire will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each all such Offer Offers without being required to retract Exchangeable Shares as against Exchangeco 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 the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco ExchangeCo to redeem (or Callco CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Lululemon Shire Control Transaction.