Common use of Tender Offers Clause in Contracts

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by 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 Acquirer Shares (an "Offer") is proposed by Acquirer or is proposed to Acquirer or its shareholders and is recommended by the Board of Directors of Acquirer, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquirer, and the Exchangeable Shares are not redeemed by Canco or purchased by Callco pursuant to the Redemption Call Right, 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 Acquirer and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer Shares, without discrimination. Without limiting the generality of the foregoing, 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 without being required to retract Exchangeable Shares as against Canco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Newmont Shares (an "OfferOFFER") is proposed by Acquirer Newmont or is proposed to Acquirer Newmont or its shareholders and is recommended by the Board of Directors of AcquirerNewmont, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerNewmont, and the Exchangeable Shares are not redeemed by Canco Acquisitionco or purchased by Callco or Newmont pursuant to the Redemption Call Right, Acquirer Newmont 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 Acquirer Newmont and its Affiliatesaffiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer Newmont Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer Newmont will use its reasonable best efforts expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Canco Acquisitionco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco Acquisitionco to redeem (or Callco or Newmont to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer a Newmont Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Molycorp Shares (an "“Offer"”) is proposed by Acquirer Molycorp or is proposed to Acquirer Molycorp or its shareholders and is recommended by the Board board of Directors directors of AcquirerMolycorp, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of AcquirerMolycorp, and the Exchangeable Shares are not redeemed by Canco Exchangeco or purchased by Molycorp or Callco pursuant to the Redemption Call Right, Acquirer 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 Acquirer Molycorp and its Affiliatesaffiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer Molycorp Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 without being required to retract Exchangeable Shares as against Canco Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco Exchangeco to redeem (redeem, or Molycorp or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an Acquirer a Molycorp Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer InfoSpace Common Shares (an "Offer") is proposed by Acquirer InfoSpace or is proposed to Acquirer InfoSpace or its ----- shareholders and is recommended by the Board of Directors of AcquirerInfoSpace, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerInfoSpace, and the Locus Exchangeable Shares are not redeemed by Canco Locus Holdings or purchased by Callco pursuant to InfoSpace Nova Scotia as contemplated by and in compliance with the Redemption Call RightShare Provisions, Acquirer 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 Acquirer and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer InfoSpace Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 Canco 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 Canco 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 Acquirer InfoSpace Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer RTO Acquiror Shares (an "“Offer"”) is proposed by Acquirer RTO Acquiror or is proposed to Acquirer RTO Acquiror or its shareholders and is recommended by the Board of Directors of AcquirerRTO Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerRTO Acquiror, and the Exchangeable Shares are not redeemed by Canco or purchased by RTO Acquiror or Callco pursuant to the Redemption Call Right, Acquirer will use its reasonable best efforts RTO Acquiror 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 Acquirer RTO Acquiror and its Affiliatesaffiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer RTO Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer will use its reasonable best efforts RTO Acquiror shall expeditiously and in good faith take all such actions and do all such things as are necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Canco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco to redeem (or RTO Acquiror or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer RTO Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Acquiror Shares (an "Offer") is proposed by Acquirer Acquiror or is proposed to Acquirer Acquiror or its shareholders and is recommended by the Board of Directors of AcquirerAcquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerAcquiror, and the Exchangeable Shares are not redeemed by Canco ExchangeCo or purchased by Callco CallCo pursuant to the Redemption Call Right, Acquirer 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 Acquirer Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 Canco ExchangeCo (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco ExchangeCo to redeem (or Callco CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Acquiror Shares (an "OfferOFFER") is proposed by Acquirer Acquiror or is proposed to Acquirer Acquiror or its shareholders and is recommended by the Board of Directors of AcquirerAcquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerAcquiror, and the Exchangeable Shares are not redeemed by Canco or purchased by Callco pursuant to the Redemption Call Right, Acquirer 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 Acquirer Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 Canco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Acquiror Shares (an "“Offer"”) is proposed by Acquirer Acquiror or is proposed to Acquirer Acquiror or its shareholders and is recommended by the Board of Directors of AcquirerAcquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerAcquiror, and the Exchangeable Shares are not redeemed by Canco the Corporation or purchased by Callco pursuant to the Redemption Call Right, Acquirer 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 Acquirer Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 Canco 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 Canco 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 Acquirer Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Acquiror Common Shares (an "Offer") is proposed by Acquirer Acquiror or is proposed to Acquirer Acquiror or its shareholders and is recommended by the Board of Directors of AcquirerAcquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerAcquiror, and the Exchangeable Shares are not redeemed by Canco ExchangeCo or purchased by Callco pursuant to the Redemption Call Right, Acquirer 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 Acquirer Acquiror and its Affiliates) to participate in such Offer offer to the same extent and on an economically equivalent basis as the holders of Acquirer Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 Canco ExchangeCo (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco ExchangeCo to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Acquiror Shares (an "“Offer"”) is proposed by Acquirer Acquiror or is proposed to Acquirer Acquiror or its shareholders and is recommended by the Board of Directors of AcquirerAcquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerAcquiror, and the Exchangeable Shares are not redeemed by Canco ExchangeCo or purchased by Callco CallCo pursuant to the Redemption Call Right, Acquirer 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 Acquirer Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 Canco ExchangeCo (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco ExchangeCo to redeem (or Callco CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Acquiror Shares (an "Offer") is proposed by Acquirer Acquiror or is proposed to Acquirer Acquiror or its shareholders and is recommended by the Board of Directors of AcquirerAcquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerAcquiror, and the Exchangeable Shares are not redeemed by Canco Exchangeco or purchased by Callco pursuant to the Redemption Call Right, Acquirer 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 Acquirer Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 Canco Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco Exchangeco to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer ParentCo Common Shares (an "OfferOFFER") is proposed by Acquirer ParentCo or is proposed to Acquirer ParentCo or its shareholders and is recommended by the Board board of Directors directors of AcquirerParentCo, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of AcquirerParentCo, and the LuxCo Exchangeable Preferred Shares are not redeemed by Canco LuxCo or purchased by Callco ParentCo pursuant to the Redemption Call Right, Acquirer ParentCo 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 LuxCo Exchangeable Preferred Shares (other than Acquirer and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquirer ParentCo Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer ParentCo will use its reasonable best efforts expeditiously and in good faith to ensure that holders of LuxCo Exchangeable Preferred Shares may participate in each such Offer without being required to retract LuxCo Exchangeable Preferred Shares as against Canco LuxCo (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco LuxCo to redeem (or Callco ParentCo to purchase pursuant to the Redemption Call Right) LuxCo Exchangeable Preferred Shares, as applicable, in the event of an Acquirer a ParentCo Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquirer 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 Acquirer Acquiror Common Shares (an "“Offer"”) is proposed by Acquirer Acquiror or is proposed to Acquirer Acquiror or its shareholders and is recommended by the Board of Directors of AcquirerAcquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirerAcquiror, and the Exchangeable Shares are not redeemed by Canco ExchangeCo or purchased by Callco pursuant to the Redemption Call Right, Acquirer 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 Acquirer Acquiror and its Affiliates) to participate in such Offer offer to the same extent and on an economically equivalent basis as the holders of Acquirer Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquirer 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 Canco ExchangeCo (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco ExchangeCo to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquirer Acquiror Control Transaction.