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 for the purpose of acquiring the Parent Common Stock (an “Offer”) is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the Board of Directors of Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Parent, and the Exchangeable Shares are not redeemed by ExchangeCo pursuant to the Redemption Call Right, 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common Stock, without discrimination. Without limiting the generality of the foregoing, Parent 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 Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the Parent Common Stock Shares (an “Offer”) is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the Board of Directors of Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Parent, and the Exchangeable Shares are not redeemed by ExchangeCo pursuant to the Redemption Call Right, 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 to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common StockShares, without discrimination. Without limiting the generality of the foregoing, Parent 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 Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the Parent Common Stock Shares (an “Offer”) is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the Board of Directors of Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Parent, and the Exchangeable Shares are not redeemed by ExchangeCo pursuant to the Redemption Call Right, 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 Shareholders to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common StockShares, without discrimination. Without limiting the generality of the foregoing, Parent will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares Shareholders 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 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 will affect the rights of ExchangeCo to redeem Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the with respect to Parent Common Stock Shares (an “Offer”) is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the Board board of Directors directors of Parent, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of Parent, and the Exchangeable Shares are not redeemed by ExchangeCo the Company or purchased by Parent or Callco pursuant to the Redemption Call Right, 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 Parent and its Subsidiaries) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common StockShares, without discrimination. Without limiting the generality of the foregoing, Parent and the Company 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 Company (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 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 Parent Control Extraordinary Transaction.

Tender Offers. In the event that a tender cash offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the Parent with respect to US Gold Common Stock (an “Offer”) is proposed by Parent US Gold or is proposed to Parent US Gold or its shareholders and is recommended by the Board board of Directors directors of ParentUS Gold, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentUS Gold, and the Exchangeable Shares are not redeemed by ExchangeCo pursuant US Gold will use reasonable efforts (to the Redemption Call Rightextent, Parent will use 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 Parent shares of US Gold Common Stock, without discrimination. Without limiting the generality of the foregoing, Parent US Gold 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 Canadian Exchange Co. (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 right of ExchangeCo Canadian Exchange Co. to redeem redeem, or US Gold or Alberta ULC to purchase pursuant to the Redemption Call Right, Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the Parent Common Stock (an “Offer”) is proposed by the Parent or is proposed to the Parent or its shareholders and is recommended by the Board of Directors of the Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of the Parent, and the Exchangeable Shares are not redeemed by the ExchangeCo pursuant to the Redemption Call Right, the 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 shares of the Parent Common Stock, without discrimination. Without limiting the generality of the foregoing, the Parent will use its reasonable efforts expeditiously and in good faith to ensure that holders of the Exchangeable Shares may participate in all such Offers without being required to retract the Exchangeable Shares as against the 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 the ExchangeCo to redeem the Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the Parent with respect to AbitibiBowater Common Stock Shares (an “Offer”) is proposed by Parent AbitibiBowater or is proposed to Parent AbitibiBowater or its shareholders and is recommended by the Board of Directors of ParentAbitibiBowater, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentAbitibiBowater, and the Exchangeable Shares are not redeemed by ExchangeCo pursuant to the Redemption Call Right, Parent AbitibiBowater 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 Parent AbitibiBowater Common StockShares, without discrimination. Without limiting the generality of the foregoing, Parent AbitibiBowater 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 AbitibiBowater Canada (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 AbitibiBowater Canada to redeem or Bowater Holdings to purchase Exchangeable Shares, as applicable, in the event of a Parent an acquisition of Control Transactionof AbitibiBowater.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the with respect to Parent Common Stock Shares (an “Offer”) is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the Board board of Directors directors of Parent, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of Parent, and the Exchangeable Shares are not redeemed by ExchangeCo the Company or purchased by Parent or Callco pursuant to the Redemption Call Right, Parent and the Company 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 Subsidiaries) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common StockShares, without discrimination. Without limiting the generality of the foregoing, Parent and the Company 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 the Company (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 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 Parent Control Extraordinary Transaction.

Tender Offers. In the event that a tender cash offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the Parent with respect to Coeur Common Stock (an “Offer”"OFFER") is proposed by Parent Coeur or is proposed to Parent Coeur or its shareholders and is recommended by the Board board of Directors directors of ParentCoeur, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentCoeur, and the Exchangeable Shares are not redeemed by ExchangeCo pursuant Coeur will use reasonable efforts (to the Redemption Call Rightextent, Parent will use 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 Parent shares of Coeur Common Stock, without discrimination. Without limiting the generality of the foregoing, Parent Coeur 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 Acquisitionco (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 right of ExchangeCo Acquisitionco to redeem redeem, or Coeur or Coeur ULC to purchase pursuant to the Redemption Call Right, Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.