Common use of The Tender Offer Clause in Contracts

The Tender Offer. (a) Subject to the terms hereof, on or before December 26, 2007, the Buyer shall publicly announce its intent to make a tender offer (the "Tender Offer") to acquire any and all of the outstanding Class A shares, Class B shares and ADSs (each ADS representing two Class B shares) not held by the Buyer or its Affiliates (as defined in Section 6.6), in each case at the respective Purchase Price of US$ 4.0625 per Class A share, US$ 40.625 per Class B share and US$ 81.25 per ADS. The expiration date of the Tender Offer shall initially be twenty business days (as defined under the rules and regulations of the U.S. Securities and Exchange Commission), which may be extended by the Buyer as it deems appropriate subject to compliance with the other terms of this Agreement. Each such price per share or ADS, or any greater amount per share paid pursuant to the Tender Offer as it may be amended by the Buyer, is referred to as the "Tender Offer Price". The Buyer's obligation to accept for payment and to pay for any Class A shares, Class B shares or ADSs (each ADS representing two Class B shares) pursuant hereto shall be subject to no conditions other than those set forth in Article Five hereof. The Buyer expressly reserves the right to increase the Tender Offer Price, and it may decrease the Tender Offer Price provided it shall not decrease the Tender Offer Price below the Initial Purchase Price set forth in Section 1.2 hereof above. The Buyer and Seller agree that if more than 5,968,722 Class B shares (including Class B shares held in the form of ADSs) are tendered (and not withdrawn) as of the expiration of the Tender Offer (as that date may be adjusted in accordance herewith), the Tender Offer Price shall be adjusted by the Buyer to US$ 4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Each condition set forth in the Tender Offer may be waived by the Buyer, in whole or in part at any time and from time to time, in its sole discretion.

The Tender Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 6.1 and subject to the terms hereof, on or before December 26as promptly as practicable, 2007but in no event later than five business days after the public announcement of the execution hereof by the parties (which announcement shall occur within five days after the date hereof), the Buyer shall publicly announce its intent to make commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a tender offer (the "Tender Offer") to acquire any and all of the outstanding Class A shares, Class B shares and ADSs (each ADS representing two Class B shares) not held by the Buyer or its Affiliates (as defined in Section 6.6), in each case of Common Stock at the respective Purchase Price a price of US$ 4.0625 $2.40 per Class A share, US$ 40.625 per Class B share and US$ 81.25 per ADSnet to the seller in cash, less any required withholding taxes. The expiration date of the Tender Offer shall initially be twenty business days (as defined under the rules and regulations of the U.S. Securities and Exchange Commission), which may be extended by the Buyer as it deems appropriate subject to compliance with the other terms of this Agreement. Each such Such price per share or ADSshare, or any greater amount per share paid pursuant to the Tender Offer as it may be amended by the Buyertender offer, is referred to as the "Tender Offer Price"). The Buyer's obligation to accept for payment and to pay for any Class A shares, Class B shares or ADSs (each ADS representing two Class B shares) pursuant hereto of Common Stock in the Tender Offer shall be subject only to no (i) the condition that there shall have been validly tendered a number of shares of Common Stock, which together with any shares of Common Stock owned directly or indirectly by Tiffany, including shares to be acquired under this Agreement, constitute at least 90% of the outstanding shares of Common Stock on a fully-diluted basis (including for the purposes of such calculation all shares of Common Stock issuable upon exercise of all vested options or other exercisable Convertible Securities (as defined below), not including the Options to be surrendered under this Agreement) (the "Minimum Condition"), (ii) the condition that there shall have been validly tendered at least a majority of the Common Stock on a fully-diluted basis, excluding shares owned by the Buyer, its Affiliates or the Sellers (the "Majority of the Minority Condition") and (iii) the other conditions other than those set forth in Article Five hereof. Annex A. The Buyer expressly reserves the right to increase the Tender Offer Price, Price or to make any other changes in the terms and it may decrease conditions of the Tender Offer Price provided it shall Offer, but may not decrease the Tender Offer Price below the Initial Purchase Price Price, add any condition not set forth in Section 1.2 hereof above. The Buyer and Seller agree that if more than 5,968,722 Class B shares (including Class B shares held in Annex A except as may be necessary or appropriate to comply with legal or regulatory requirements, or increase the form of ADSs) are tendered (and not withdrawn) as Minimum Condition or the Majority of the expiration of Minority Condition or otherwise expand, or make more difficult the Tender Offer (as that date may be adjusted in accordance herewith)satisfaction of, the Tender Offer Price shall be adjusted by the Buyer to US$ 4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Each any condition set forth in Annex A. The conditions set forth in Annex A are for the Tender sole benefit of Tiffany and the Buyer and, except as set forth in the Offer Documents, may be waived by Tiffany and the Buyer, in whole or in part at any time and from time to time, in its their sole discretion. The failure by Tiffany and the Buyer at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

The Tender Offer. (a) Subject to 1.1 The Offer. Provided that this Agreement has not been terminated in accordance with Section 8.1, the terms Parent will commence the Offer as promptly as practicable after the date hereof, on or before December 26but in no event later than November 14, 2007, the Buyer shall publicly announce its intent to make a tender offer (the "Tender Offer") to acquire any and all of the outstanding Class A shares, Class B shares and ADSs (each ADS representing two Class B shares) not held by the Buyer or its Affiliates (as defined in Section 6.6), in each case at the respective Purchase Price of US$ 4.0625 per Class A share, US$ 40.625 per Class B share and US$ 81.25 per ADS1995. The Offer will have an initial expiration date of the Tender Offer shall initially be twenty which is 20 business days (as defined under in the relevant rules and regulations of the U.S. Securities and Exchange Commission), which may be extended by the Buyer as it deems appropriate subject to compliance with the other terms of this Agreement. Each such price per share or ADS, or any greater amount per share paid pursuant to the Tender Offer as it may be amended by the Buyer, is referred to as Commission (the "Tender Offer PriceCommission")) after the commencement thereof. The Buyer's obligation of the Parent to accept for payment and any Securities tendered pursuant to pay for any Class A shares, Class B shares or ADSs (each ADS representing two Class B shares) pursuant hereto shall the Offer will be subject only to no the satisfaction of the conditions other than those set forth in Article Five hereofAnnex I hereto. The Buyer Parent expressly reserves the right to increase the Tender Per Share Amount and the Per Warrant Amount to be paid in the Offer Priceor to extend the Offer if any condition thereto is not satisfied. Without the prior written consent of the Company, and it may the Parent will not (a) decrease the Tender Offer Price provided it shall not Per Share Amount or the Per Warrant Amount, (b) decrease the Tender number of Securities to be purchased in the Offer, (c) change the form of consideration payable in the Offer, (d) add to or change the conditions to the Offer Price below the Initial Purchase Price set forth in Section 1.2 hereof aboveAnnex I hereto, (e) change or waive the Minimum Condition (as defined in Annex I hereto) or (f) make any other change in the terms or conditions of the Offer which is materially adverse to the holders of the Securities. The Buyer and Seller agree that if more than 5,968,722 Class B shares (including Class B shares held in the form of ADSs) are tendered (and not withdrawn) as of the expiration of the Tender Offer (as that date may be adjusted in accordance herewith), the Tender Offer Price shall be adjusted by the Buyer to US$ 4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Each condition conditions set forth in Annex I are for the Tender Offer benefit of the Parent, and may be asserted by the Parent or, subject to the immediately preceding sentence, may be waived by the BuyerParent, in whole or in part part, at any time and from time to time, time in its sole discretiondiscretion and regardless of the circumstances relating thereto. The Offer will be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and only the conditions set forth in Annex I hereto. Subject to the terms of the Offer and this Agreement and the satisfaction of all the conditions of the Offer set forth in Annex I hereto as of any expiration date of the Offer, the Parent will accept for payment and pay for all Securities validly tendered and not withdrawn pursuant to the Offer as soon as practicable after such expiration date of the Offer. Subject to Section 8.1, if the conditions set forth in Annex I hereto are not satisfied or, to the extent permitted by this Agreement, waived by the Parent, as of the date the Offer would otherwise have expired, the Parent will extend the Offer from time to time until the earlier of the consummation of the Offer or the date which is 60 days from the commencement of the Offer.

The Tender Offer. (a) Subject As promptly as practicable (but in no event later than three business days after the public announcement of the transactions contemplated by this Agreement), the Purchaser shall amend the Tender Offer to reflect the existence of this Agreement and amend the conditions to the terms hereof, on or before December 26, 2007, the Buyer shall publicly announce its intent to make a tender offer (the "Tender Offer") to acquire any and all of the outstanding Class A shares, Class B shares and ADSs (each ADS representing two Class B shares) not held by the Buyer or its Affiliates (as defined Offer in Section 6.6), in each case at the respective Purchase Price of US$ 4.0625 per Class A share, US$ 40.625 per Class B share and US$ 81.25 per ADSaccordance herewith. The expiration date of the Tender Offer (the "Expiration Date") shall initially be twenty the tenth business days (as defined under day from and after the rules and regulations of the U.S. Securities and Exchange Commission), which may be extended by the Buyer as it deems appropriate subject to compliance with the other terms of this Agreement. Each such price per share or ADS, or any greater amount per share paid pursuant to date the Tender Offer as it may is amended to provide for the purchase of all of the outstanding shares of ASARCO Common Stock in accordance with the terms hereof. The Tender Offer shall be amended by made pursuant to a supplement to the BuyerPurchaser's Offer to Purchase dated September 27, is referred to as 1999 and related letter of transmittal (together with any supplements or amendments thereto, collectively the "Tender Offer PriceDocuments") containing the terms and conditions set forth in this Agreement and in form reasonably satisfactory to ASARCO. The Buyer's obligation of the Purchaser to accept for payment and to pay for any Class A shares, Class B shares or ADSs (each ADS representing two Class B shares) pursuant hereto Shares validly tendered in the Tender Offer shall be subject only to no conditions other than those set forth in Article Five hereof. The Buyer expressly reserves (i) the right condition that there shall be validly tendered prior to increase the Tender Offer Price, and it may decrease the Tender Offer Price provided it shall not decrease the Tender Offer Price below the Initial Purchase Price set forth in Section 1.2 hereof above. The Buyer and Seller agree that if more than 5,968,722 Class B shares (including Class B shares held in the form of ADSs) are tendered (and not withdrawn) as of the expiration Expiration Date of the Tender Offer (as that and not withdrawn a number of Shares which, together with the Shares then owned by Parent or the Purchaser, represents at least 80% of the total issued and outstanding Shares on the date may be adjusted in accordance herewith), such Shares are purchased pursuant to the Tender Offer Price shall be adjusted by (the Buyer to US$ 4.125 per Class A share, US$ 41.25 per Class B share "Minimum Condition") and US$ 82.50 per ADS. Each condition (ii) the satisfaction of the other conditions set forth in Annex A hereto. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of the conditions of the Tender Offer may be waived by the BuyerOffer, in whole or in part at any time accept for payment and from time pay for all Shares validly tendered and not withdrawn as soon as it is legally permitted to time, in its sole discretiondo so under applicable Law.

The Tender Offer. (a) Subject Conditions; Consideration; Schedule 14D-1. Parent and Merger Subsidiary shall (i) within five business days of delivery of the notice described in Section 1.4 commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Tender Offer for up to 100% (or such lesser percentage not less than 49.9% as Parent shall specify in the terms hereof, on or before December 26, 2007, the Buyer shall publicly announce its intent to make a tender offer (the "Tender Offer") to acquire any and all of the outstanding Class A sharesCommon Shares (excluding for all purposes in calculating such applicable percentage any outstanding Common Shares owned by Parent or Merger Subsidiary pursuant to the exercise of Parent's rights under the Stock Option Agreement), Class B shares and ADSs (each ADS representing two Class B shares) not held by together with the Buyer or its Affiliates associated New Rights (as defined in Section 6.65.1(q)) issued pursuant to the New Rights Agreement (as defined in Section 5.1(b)), at a purchase price of not less than $58.00, net to the seller in each case at cash, without interest thereon, per Common Share, upon the respective terms and subject to the conditions set forth in Annex I to this Agreement and such further customary terms as may be set forth in an Offer to Purchase Price and Letter of US$ 4.0625 per Class A share, US$ 40.625 per Class B share Transmittal (the "Offer Documents") to be mailed by Merger Subsidiary in connection with the Tender Offer and US$ 81.25 per ADS(ii) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 1") with respect to the Tender Offer which will contain the Offer Documents as exhibits. The expiration date Company shall have the opportunity to review the Schedule 14D-1 prior to its being filed with the SEC. Without the prior written consent of the Company, Merger Subsidiary shall not decrease the price per Common Share or change the form of consideration payable in the Tender Offer, decrease the number of Common Shares sought, impose additional conditions to the Tender Offer or amend any other term of the Tender Offer shall initially be twenty business days in any manner adverse to the holders of Common Shares; it being understood that Parent can reduce the Minimum Tender Condition (as defined under the rules and regulations in Annex I) to a percentage not less than 35% of the U.S. Securities and Exchange Commission), which may be extended by the Buyer as it deems appropriate outstanding Common Shares on a fully-diluted basis (excluding for all purposes of such dilution calculation Common Shares purchased or subject to compliance with the other terms of this Agreement. Each such price per share or ADS, or any greater amount per share paid purchase by Parent pursuant to the exercise of Parent's rights under the Stock Option Agreement). Upon the terms and subject to the conditions of the Tender Offer as it may be amended by the BuyerOffer, is referred to as the "Tender Offer Price". The Buyer's obligation to Merger Subsidiary will accept for payment and to pay for any Class A shareswill purchase, Class B shares or ADSs (each ADS representing two Class B shares) pursuant hereto shall be subject to no conditions other than those set forth in Article Five hereof. The Buyer expressly reserves as soon as permitted under the right to increase terms of the Tender Offer PriceOffer, and it may decrease the Tender Offer Price provided it shall not decrease the Tender Offer Price below the Initial Purchase Price set forth in Section 1.2 hereof above. The Buyer and Seller agree that if more than 5,968,722 Class B shares (including Class B shares held in the form of ADSs) are all Common Shares validly tendered (and not withdrawn) as of withdrawn prior to the expiration of the Tender Offer (as that date may be adjusted in accordance herewith), the Tender Offer Price shall be adjusted by the Buyer to US$ 4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Each condition set forth in the Tender Offer may be waived by the Buyer, in whole or in part at any time and from time to time, in its sole discretionOffer.

The Tender Offer. (a) Subject to Conditions; Consideration; Schedule 14D-1. Parent and Merger Subsidiary shall within five business days of delivery of the terms hereofnotice described in Section 1.4 (i) commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, on or before December 26, 2007, the Buyer shall publicly announce its intent to make a tender offer as amended (the "Exchange Act")) the Tender Offer for (A) up to 100% (or such lesser percentage not less than a majority of the outstanding Common Shares as Parent shall specify in the Tender Offer) of the outstanding Common Shares (excluding for all purposes in calculating such applicable majority any outstanding Shares owned by Parent or Merger Subsidiary pursuant to the exercise of Parent's rights under the Stock Option Agreement), together with the associated Rights issued pursuant to the Rights Agreement, at a purchase price of not less than the Per Share Purchase Price per Common Share net to the seller in cash, without interest thereon, and (B) at Parent's election, up to 100% (or such lesser percentage as Parent shall specify in the Tender Offer) of the outstanding Preferred Shares at a purchase price equal to the Per Share Purchase Price multiplied by 1.9974 per Preferred Share, net to the seller in cash without interest thereon, with such Tender Offer being upon the terms and subject to the conditions set forth in Annex I to this Agreement and such further customary terms as may be set forth in an Offer to Purchase and Letter of Transmittal (the "Offer Documents") to acquire any be mailed by Merger Subsidiary in connection with the Tender Offer; and all (ii) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 1") with respect to the Tender Offer which will contain the Offer Documents as exhibits. The Company shall have the opportunity to review and comment on the Schedule 14D-1 prior to its being filed with the SEC. Without the prior written consent of the outstanding Class A sharesCompany, Class B shares and ADSs (each ADS representing two Class B shares) Merger Subsidiary shall not held by decrease the Buyer price per Share or its Affiliates change the form of consideration payable in the Tender Offer, decrease the number of Common Shares sought, impose additional conditions to the Tender Offer or amend any other term of the Tender Offer in any manner adverse to the holders of Common Shares; it being understood that Parent can reduce the Minimum Tender Condition (as defined in Section 6.6Annex I) to a percentage not less than 35% of the outstanding Common Shares on a fully diluted basis (excluding for all purposes of such dilution calculation Common Shares purchased or subject to purchase by Parent pursuant to the exercise of Parent's rights under the Stock Option Agreement), in each case at . Upon the respective Purchase Price of US$ 4.0625 per Class A share, US$ 40.625 per Class B share terms and US$ 81.25 per ADS. The expiration date subject to the conditions of the Tender Offer shall initially be twenty business days (as defined under the rules and regulations of the U.S. Securities and Exchange Commission)Offer, which may be extended by the Buyer as it deems appropriate subject to compliance with the other terms of this Agreement. Each such price per share or ADS, or any greater amount per share paid pursuant to the Tender Offer as it may be amended by the Buyer, is referred to as the "Tender Offer Price". The Buyer's obligation to Merger Subsidiary will accept for payment and to pay for any Class A shareswill purchase, Class B shares or ADSs (each ADS representing two Class B shares) pursuant hereto shall be subject to no conditions other than those set forth in Article Five hereof. The Buyer expressly reserves as soon as permitted under the right to increase terms of the Tender Offer PriceOffer, and it may decrease the Tender Offer Price provided it shall not decrease the Tender Offer Price below the Initial Purchase Price set forth in Section 1.2 hereof above. The Buyer and Seller agree that if more than 5,968,722 Class B shares (including Class B shares held in the form of ADSs) are all Shares validly tendered (and not withdrawn) as of withdrawn prior to the expiration of the Tender Offer (as that date may be adjusted in accordance herewith), the Tender Offer Price shall be adjusted by the Buyer to US$ 4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Each condition set forth in the Tender Offer may be waived by the Buyer, in whole or in part at any time and from time to time, in its sole discretionOffer.