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 MEC Class A Shares (an "Offer") is proposed by MEC or is proposed to MEC or its shareholders and is recommended by the Board of Directors of MEC, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MEC, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant to the Redemption Call Right, 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Shares, without discrimination. Without limiting the generality of the foregoing, MEC will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all such 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 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 MEC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of 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 MEC Class A Lululemon Common Shares (an "“Offer"”) is proposed by MEC Lululemon or is proposed to MEC Lululemon or its shareholders and is recommended by the Board board of Directors directors of MECLululemon, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECLululemon, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Callco pursuant to the Redemption Call Right, MEC 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 and or on an economically equivalent basis as the holders of MEC Class A Lululemon Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC Lululemon will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers 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 the 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 MEC Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a Lululemon 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 MEC Class A Shares US Gold Common Stock (an "Offer") is proposed by MEC US Gold or is proposed to MEC US Gold or its shareholders and is recommended by the Board board of Directors directors of MECUS Gold, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Callco pursuant to the Redemption Call Right, MEC 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Sharesshares of US Gold Common Stock, without discrimination. Without limiting the generality of the foregoing, MEC 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 all each such Offers 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 the 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 MEC US Gold or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an MEC a 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 MEC Class A Parent Common Shares (an "Offer") is proposed by MEC Parent or is proposed to MEC Parent or its shareholders and is recommended by the Board of Directors of MECParent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECParent, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant to NovaScotiaco as contemplated by and in compliance with the Redemption Call RightShare Provisions, MEC 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC 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 all such 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 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 MEC NovaScotiaco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A Shares Delaware Common Stock (an "“Offer"”) is proposed by MEC Parent or is proposed to MEC Parent or its shareholders and is recommended by the Board board of Directors directors of MECParent, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECParent, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by MEC CallCo pursuant to the Redemption Call Right, MEC 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 Parent and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A SharesDelaware Common Stock, without discrimination. Without limiting the generality of the foregoing, MEC Parent and ExchangeCo will use its commercially reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers 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 the 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 MEC CallCo to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an MEC a 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 MEC Class A Akerna Shares (an "“Offer"”) is proposed by MEC Akerna or is proposed to MEC Akerna or its shareholders and is recommended by the Board board of Directors directors of MECAkerna, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECAkerna, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Akerna or Callco pursuant to the Redemption Call Right, MEC 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 Akerna and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Akerna Shares, without discrimination. Without limiting the generality of the foregoing, MEC Akerna and Exchangeco will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers 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 the 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 MEC Akerna or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an MEC Akerna Control Transaction.

Tender Offers. In the event that a (a) For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Coors and its Affiliates): (i) No tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Coors Class A Shares Common Stock or Coors Class B Common Stock (an "Offer") is will be proposed by MEC or is proposed to MEC or its shareholders and is recommended by Coors or the Board of Directors of MEC, Coors or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MEC, and Coors unless the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant to the Redemption Call Right, 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 to (other than Coors and its Affiliates) participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Coors Class A SharesCommon Stock and Coors Class B Common Stock, without discrimination. Without limiting the generality of the foregoing, MEC except in order to permit the Board of Directors of Coors to fulfill its fiduciary duties under applicable law, neither Coors nor the Board of Directors of Coors will approve or recommend any Offer or take any action in furtherance of an Offer unless the holders of Exchangeable Shares may participate in such Offer without being required to retract Exchangeable Shares as against Exchangeco. (ii) In the case of an Offer or an Exclusionary Offer, Coors will use its commercially reasonable efforts expeditiously and in good faith to put in place procedures or to cause the Transfer Agent to put in place procedures to ensure that holders of Corresponding Exchangeable Shares may participate in all each such Offers Offer without being required to retract Corresponding Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction shall be effective only upon, conditional upon and shall only be conditional upon, effective if the closing of the Corresponding Coors Common Stock tendered or deposited under such Offer and only to the extent necessary to tender or deposit to the Offeris taken up). Nothing herein shall affect the rights of Exchangeco to redeem (or MEC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC 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 MEC Class A Shares US Gold Common Stock (an "“Offer"”) is proposed by MEC US Gold or is proposed to MEC US Gold or its shareholders and is recommended by the Board board of Directors directors of MECUS Gold, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Callco pursuant to the Redemption Call Right, MEC 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Sharesshares of US Gold Common Stock, without discrimination. Without limiting the generality of the foregoing, MEC 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 all each such Offers 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 the 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 MEC US Gold or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an MEC a 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 MEC Class A Rational Common Shares (an "Offer") is proposed by MEC Rational or is proposed to MEC Rational or its shareholders and is recommended by the Board of Directors of MECRational, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECRational, and the Exchangeable Shares are not redeemed by Exchangeco Acquisition Sub or purchased by MEC Holding ULC pursuant to the Redemption Call Right, MEC 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 to participate in such the Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Rational Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC Rational will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all such 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 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 MEC Holding ULC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A Apta Common Shares (an "Offer") is proposed by MEC Apta or is proposed to MEC Apta or its shareholders and is recommended by the Board of Directors of MECApta, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECApta, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant to NovaScotiaco as contemplated by and in compliance with the Redemption Call RightShare Provisions, MEC 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Apta Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC 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 all such 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 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 MEC NovaScotiaco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A the Shire Ordinary Shares (an "OfferOFFER") is proposed by MEC Shire or is proposed to MEC Shire or its shareholders and is recommended by the Board of Directors of MECShire, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECShire, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by MEC CallCo pursuant to the Redemption Call Right, MEC 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Shire Ordinary Shares, without discrimination. Without limiting the generality of the foregoing, MEC Shire will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all such 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 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 MEC CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A Vail Shares (an "“Offer"”) is proposed by MEC Vail or is proposed to MEC Vail or its shareholders and is recommended by the Board board of Directors directors of MECVail, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECVail, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Vail or Callco pursuant to the Redemption Call Right, MEC 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 Vail and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Vail Shares, without discrimination. Without limiting the generality of the foregoing, MEC Vail and Exchangeco will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers 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 the 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 MEC Vail or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an MEC a Vail 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 MEC Class A NPS Common Shares (an "Offer") is proposed by MEC NPS or is proposed to MEC NPS or its shareholders and is recommended by the Board of Directors of MECNPS, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECNPS, and the Exchangeable Shares are not redeemed by Exchangeco NPS - Allelix Inc. or purchased by MEC NPS Holdings pursuant to the Redemption Call Right, MEC 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 NPS and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A NPS Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC NPS will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers 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 the 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 MEC NPS Holdings to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A the Shire Ordinary Shares (an "“Offer"”) is proposed by MEC Shire or is proposed to MEC Shire or its shareholders and is recommended by the Board of Directors of MECShire, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECShire, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by MEC CallCo pursuant to the Redemption Call Right, MEC 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Shire Ordinary Shares, without discrimination. Without limiting the generality of the foregoing, MEC Shire will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all such 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 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 MEC CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A WACI Common Shares (an "Offer") is proposed by MEC WACI or is proposed to MEC WACI or its shareholders and is recommended by the Board of Directors of MECWACI, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECWACI, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant to WACI as contemplated by and in compliance with the Redemption Call RightShare Provisions, MEC 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A WACI Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC 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 all such 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 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 MEC WACI to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A Merge Common Shares (an "“Offer"” ) is proposed by MEC Merge or is proposed to MEC Merge or its shareholders and is recommended by the Board of Directors of MECMerge, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECMerge, and the Exchangeable Shares are not redeemed by Exchangeco Matsub or purchased by MEC Merge Newco pursuant to the Redemption Call Right, MEC 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 Merge and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Merge Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC Merge will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers 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 the 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 MEC Merge Newco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A Parent Common Shares (an "Offer") is proposed by MEC Parent or is proposed to MEC Parent or its shareholders and is recommended by the Board of Directors of MECParent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECParent, and the Exchangeable Shares are not redeemed by Exchangeco Mergeco or purchased by MEC Parent pursuant to the Redemption Call RightRights, MEC 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 Parent and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC Parent will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers 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 the 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 MEC Parent to purchase pursuant to the Redemption Call RightRights) Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A Goldstrike Shares (an "Offer") is proposed by MEC Goldstrike or is proposed to MEC Goldstrike or its shareholders and is recommended by the Board of Directors of MECGoldstrike, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECGoldstrike, and the Exchangeable Shares are not redeemed by Exchangeco the Corporation or purchased by MEC Callco pursuant to the Redemption Call Right, MEC 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 Goldstrike and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Goldstrike Shares, without discrimination. Without limiting the generality of the foregoing, MEC Goldstrike will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers 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 the 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 MEC Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a 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 MEC Class A Polar US Shares (an "“Offer"”) is proposed by MEC Polar US or is proposed to MEC Polar US or its shareholders and is recommended by the Board board of Directors directors of MECPolar US, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECPolar US, and the Class A Exchangeable Shares are not redeemed by Exchangeco New Polar or purchased by MEC Callco pursuant to the Redemption Call Right, MEC 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 Polar US and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Polar US Shares, without discrimination. Without limiting the generality of the foregoing, MEC 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 all such 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 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 MEC Callco to purchase pursuant to the Redemption Call Right) Class A Exchangeable Shares, as applicable, in the event of an MEC a Polar US Control Transaction.