Common use of Tender Offers Clause in Contracts

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “Offer”) is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by Callco pursuant to the Redemption Call Right, Acquiror 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 Acquiror and its Affiliates) to participate in such offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror 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, 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 an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares for the purpose of acquiring shares of LCE Stock (an “Offer”"OFFER") is proposed by Acquiror LCE or is proposed to Acquiror LCE or its shareholders stockholders and is recommended by the Board board of Directors directors of AcquirorLCE, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of AcquirorLCE, and the Exchangeable Shares are not redeemed by ExchangeCo the Corporation or purchased by Callco ULC or Callco LLC pursuant to the Redemption Call Right, Acquiror LCE will use its reasonable best efforts expeditiously and in good 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 Acquiror and its Affiliatesholders of Nullified Shares) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Sharesshares of LCE Stock, without discrimination. Without limiting the generality of the foregoing, Acquiror LCE will use its reasonable best efforts expeditiously and in good faith to ensure that permit holders of Exchangeable Shares may to participate in each such offer 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 ULC or Callco LLC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror LCE Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Molycorp Shares (an “Offer”) is proposed by Acquiror Molycorp or is proposed to Acquiror Molycorp or its shareholders and is recommended by the Board board of Directors directors of AcquirorMolycorp, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of AcquirorMolycorp, and the Exchangeable Shares are not redeemed by ExchangeCo Exchangeco or purchased by Molycorp or Callco pursuant to the Redemption Call Right, Acquiror Molycorp and Exchangeco 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 Acquiror Molycorp and its Affiliatesaffiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Molycorp Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror Molycorp 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 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 (redeem, or Molycorp or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an Acquiror a Molycorp Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-take- over bid or similar transaction with respect to Acquiror InfoSpace Common Shares (an “"Offer”") is proposed by Acquiror InfoSpace or is proposed to Acquiror InfoSpace or its ----- shareholders and is recommended by the Board of Directors of AcquirorInfoSpace, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirorInfoSpace, and the Locus Exchangeable Shares are not redeemed by ExchangeCo Locus Holdings or purchased by Callco pursuant to InfoSpace Nova Scotia as contemplated by and in compliance with the Redemption Call RightShare Provisions, Acquiror InfoSpace 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 Locus Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror InfoSpace Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror InfoSpace will use its reasonable best efforts expeditiously and in good faith (and shall, in the case of a transaction by InfoSpace or where InfoSpace is a participant in the negotiation thereof) to ensure that holders of Locus Exchangeable Shares may participate in each all such offer Offers without being required to retract Locus Exchangeable Shares as against ExchangeCo Locus Holdings (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 Locus Holdings under the Share Provisions to redeem (or Callco InfoSpace Nova Scotia to purchase pursuant to the Redemption Call Right) Locus Exchangeable Shares, as applicable, in the event of an Acquiror InfoSpace Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “"Offer”") is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by Callco CallCo pursuant to the Redemption Call Right, Acquiror 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 Acquiror and its Affiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such offer 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 CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror Acquirer and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Acquirer Shares (an “"Offer”") is proposed by Acquiror Acquirer or is proposed to Acquiror Acquirer or its shareholders and is recommended by the Board of Directors of AcquirorAcquirer, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirorAcquirer, and the Exchangeable Shares are not redeemed by ExchangeCo Canco or purchased by Callco pursuant to the Redemption Call Right, Acquiror Acquirer 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 Acquiror Acquirer and its Affiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Acquirer Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror Acquirer will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such offer Offer without being required to retract Exchangeable Shares as against ExchangeCo 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 ExchangeCo Canco to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Acquirer Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “"Offer”") is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo Exchangeco or purchased by Callco pursuant to the Redemption Call Right, Acquiror 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 Acquiror and its Affiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such offer 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 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 an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “Offer”) is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by Callco pursuant to the Redemption Call RightCorporation, Acquiror 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 Acquiror and its Affiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such offer Offer without being required to retract Exchangeable Shares as against ExchangeCo 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 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, Shares in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “Offer”) is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by Callco CallCo pursuant to the Redemption Call Right, Acquiror 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 Acquiror and its Affiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such offer 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 CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “Offer”) is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo the Corporation or purchased by Callco pursuant to the Redemption Call Right, Acquiror 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 Acquiror and its Affiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such offer Offer without being required to retract Exchangeable Shares as against ExchangeCo 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 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 the Corporation (or Callco to purchase pursuant to the Redemption Call Right) to redeem Exchangeable Shares, as applicable, Shares in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Redback Common Shares (an “Offer”"OFFER") is proposed by Acquiror Redback or is proposed to Acquiror Redback or its shareholders and is recommended by the Board board of Directors directors of AcquirorRedback, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of AcquirorRedback, and the Exchangeable Shares are not redeemed by ExchangeCo Exchangeco or purchased by Callco Newco pursuant to the Redemption Call Right, Acquiror Redback 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 Acquiror Redback and its Affiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Redback Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror Redback will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such offer 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 OfferOffer and, in such event, Newco shall be entitled to exercise the Retraction Call Right without compliance with the notice provisions thereof). Nothing herein shall affect the rights of ExchangeCo Exchangeco to redeem (or Callco Newco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror a Redback Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “"Offer”") is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by Callco pursuant to the Redemption Call Right, Acquiror 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 Acquiror and its Affiliates) to participate in such offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror 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, 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 an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror SOFO Common Shares (an “"Offer”") is proposed by Acquiror or is proposed to Acquiror SOFO or its shareholders and is recommended by the Board of Directors of AcquirorSOFO, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirorSOFO, and the Non-Voting Exchangeable Shares are not redeemed by ExchangeCo the Corporation or purchased by Callco SOFO pursuant to the Retraction/Redemption Call Right, Acquiror SOFO 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 Holders of Non-Voting Exchangeable Shares (other than Acquiror SOFO and its Affiliates) and the Optionholders to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of Acquiror SOFO Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror SOFO will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares that: (a) Optionholders may participate in each all such offer Offers without being required to exercise the Options and to retract the Non-Voting Exchangeable Shares obtained on the exercise of such Options as against ExchangeCo the Corporation (or, if so required, to ensure that any such retraction, exercise and 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); and (b) Holders of Non-Voting Exchangeable Shares may participate in all such Offers without being required to retract the Non-Voting 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). Nothing herein shall affect the rights of ExchangeCo the Corporation to redeem (or Callco SOFO to purchase pursuant to the Retraction/Redemption Call Right) the Non-Voting Exchangeable Shares, as applicable, pursuant to the rights set forth in the event of an Acquiror Control TransactionCorporation Articles and Share Exchange Agreement.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RTO Acquiror Common Shares (an “Offer”) is proposed by RTO Acquiror or is proposed to RTO Acquiror or its shareholders and is recommended by the Board of Directors of RTO Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of RTO Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo Canco or purchased by RTO Acquiror or Callco pursuant to the Redemption Call Right, RTO Acquiror will use its reasonable best efforts shall 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 RTO Acquiror and its Affiliatesaffiliates) to participate in such offer Offer to the same extent and on an economically equivalent basis as the holders of RTO Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, RTO Acquiror will use its reasonable best efforts 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 Offer without being required to retract Exchangeable Shares as against ExchangeCo 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 ExchangeCo Canco to redeem (or RTO Acquiror or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an RTO Acquiror Control Transaction.