Offers for Units Clause Samples

Offers for Units. For so long as Exchangeable Units remain outstanding (not including Exchangeable Units held by Holdings and its Subsidiaries): (a) no tender offer, share exchange offer, merger, amalgamation, consolidation, recapitalization, reorganization or similar transaction with respect to Holdings Shares (a “Holdings Offer”) will be proposed or recommended by Holdings or the Holdings Board of Directors or otherwise effected with the consent or approval of the Holdings Board of Directors unless the holders of Exchangeable Units (other than Holdings and its Subsidiaries) are entitled to participate in such Holdings Offer to the same extent and on an equitably and economically equivalent basis as the holders of Holdings Shares, without discrimination. Without limiting the generality of the foregoing, except in order to permit the Holdings Board of Directors to fulfill its fiduciary duties under applicable law, neither Holdings nor the Holdings Board of Directors will approve or recommend any Holdings Offer or take any action in furtherance of a Holdings Offer unless, and Holdings will act in good faith to put in place procedures or to cause the Transfer Agent to put in place procedures to ensure that, the holders of Exchangeable Units may participate in such Holdings Offer and any exchange required thereby shall be conditional upon and shall only be effective if the Holdings Shares tendered or deposited under such Holdings Offer are taken up); and (b) no tender offer, share exchange offer, merger, amalgamation, consolidation, recapitalization, reorganization or similar transaction with respect to Exchangeable Units (a “Units Offer”) will be proposed or recommended by Holdings or the Holdings Board of Directors or otherwise effected with the consent or approval of the Holdings Board of Directors unless the holders of Holdings Shares (other than Holdings and its Subsidiaries) are entitled to participate in such Units Offer to the same extent and on an equitably and economically equivalent basis as the holders of Exchangeable Units, without discrimination.

Offers for Units. For so long as Class C Units remain outstanding: (a) no tender offer, share exchange offer, formal issuer bid, formal take-over bid or similar transaction with respect to Canadian Parent Common Shares (a “Canadian Parent Offer”) will be proposed or recommended by Canadian Parent or the board of directors of Canadian Parent or otherwise effected with the consent or approval of the board of directors of Canadian Parent unless the holders of Class C Units are entitled to participate in such Canadian Parent Offer to the same extent and on an equitably equivalent basis as the holders of Canadian Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, except in order to permit the board of directors of Canadian Parent to fulfill its fiduciary duties under applicable Law, neither Canadian Parent nor the board of directors of Canadian Parent will approve or recommend any Canadian Parent Offer or take any action in furtherance of a Canadian Parent Offer unless the holders of Class C Units are permitted to participate in such Canadian Parent Offer on an equitably equivalent basis as the holders of Canadian Parent Common Shares, without discrimination and without being required to redeem such holder’s Class C Units unless the tendered or deposited Canadian Parent Common Shares under such Canadian Parent Offer are taken up; and (b) no tender offer, share exchange offer, formal issuer bid, formal take-over bid or similar transaction with respect to Class C Units (a “Units Offer”) will be proposed or recommended by the Managing Member or the board of directors of the Managing Member or otherwise effected with the consent or approval of the board of directors of the Managing Member unless the holders of Canadian Parent Common Shares are entitled to participate in such Units Offer to the same extent and on an equitably equivalent basis as the holders of Class C Units, without discrimination (and any proposed Transfer of Class C Units shall be subject to the terms of this Agreement in all cases).