Common use of Self Tender Offers and Exchange Offers Clause in Contracts

Self Tender Offers and Exchange Offers. In case a tender or exchange offer made by CVRD or any subsidiary of CVRD for all or any portion of the CVRD common shares shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to shareholders (based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares (as defined below in this Section)) of an aggregate consideration per CVRD common share having a Fair Market Value that exceeds the closing price of CVRD common shares on the Scheduled Trading Day for the common shares next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, each Fixed Conversion Rate in effect immediately prior to the opening of business on the Scheduled Trading Day for the common shares after the date of expiration of the tender or exchange offer will be divided by a fraction, the numerator of which shall be equal to (A) the product of (x) the Current Market Price on the date of expiration of the tender or exchange offer and (y) the number of common shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (B) the amount of cash plus the Fair Market Value of the aggregate consideration payable for all the common shares pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and the denominator of which shall be equal to the product of (A) the Current Market Price per ADS on the date of expiration of the tender or exchange offer and (B) the result of (x) the number of common shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (y) the number of all common shares validly tendered, not withdrawn and accepted for payment on the date of expiration of the tender or exchange offer (such validly tendered shares, up to any such maximum, being referred to as the “Purchased Shares”). For the avoidance of doubt, a tender offer or exchange offer for, or a purchase of, ADSs shall be considered an offer or purchase of the underlying equity security.

Self Tender Offers and Exchange Offers. In case If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer made by CVRD the Company or any subsidiary of CVRD its Subsidiaries for all or the Common Stock, to the extent that the cash and value of any portion other consideration included in the payment per share of the CVRD common shares shall expire and such tender or exchange offer (as amended upon Common Stock exceeds the expiration thereof) shall require Closing Price of the payment to shareholders (based Common Stock on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares (as defined below in this Section)) of an aggregate consideration per CVRD common share having a Fair Market Value that exceeds the closing price of CVRD common shares on the Scheduled Trading Day for the common shares next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offeroffer (the “Tender Offer Expiration Date”), each Fixed Conversion Settlement Rate shall be increased based on the following formula: FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the opening Close of business Business on the Scheduled Trading Day for Tender Offer Expiration Date; FR1 = the common shares applicable Fixed Settlement Rate in effect immediately after the date Close of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer will be divided by a fraction, the numerator of which shall be equal to (A) the product of (x) the Current Market Price on the date Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer and (y) the number of common shares outstanding (including any shares validly tendered and not withdrawn) on the date Tender Offer Expiration Date (after giving effect to the purchase of expiration of the all shares accepted for purchase or exchange in such tender or exchange offer less (B) offer); and SP1 = the amount of cash plus the Fair Market Value average of the aggregate consideration payable for all Closing Prices of the common shares pursuant Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the tender settlement of relevant Unit or exchange offer (assuming Separate Purchase Contract, as the acceptancecase may be, up to any maximum specified in occurs after the terms first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of Purchased Shares)the Averaging Period for such tender or exchange offer, the reference in the above definition of “ SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the denominator first Trading Day of which the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be equal deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the product Close of (A) the Current Market Price per ADS Business on the date of expiration first Trading Day of the Averaging Period for such tender or exchange offer and (Biv) the result of (x) the number of common shares outstanding (including person in whose name any shares validly tendered and not withdrawn) of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the date of expiration first Trading Day of the Averaging Period for such tender or exchange offer less (y) the number of all common shares validly tendered, not withdrawn and accepted for payment on the date of expiration of the tender or exchange offer (such validly tendered shares, up to any such maximum, being referred to as the “Purchased Shares”). For the avoidance of doubt, a tender offer or exchange offer for, or a purchase of, ADSs shall be considered an offer or purchase of the underlying equity securityoffer.

Self Tender Offers and Exchange Offers. In case a tender or exchange offer made by CVRD or any subsidiary of CVRD for all or any portion of the CVRD common preferred class A shares shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to shareholders (based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares (as defined below in this Section)) of an aggregate consideration per CVRD common preferred class A share having a Fair Market Value that exceeds the closing price of CVRD common preferred class A shares on the Scheduled Trading Day for the common preferred class A shares next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, each Fixed Conversion Rate in effect immediately prior to the opening of business on the Scheduled Trading Day for the common preferred class A shares after the date of expiration of the tender or exchange offer will be divided by a fraction, the numerator of which shall be equal to (A) the product of (x) the Current Market Price on the date of expiration of the tender or exchange offer and (y) the number of common preferred class A shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (B) the amount of cash plus the Fair Market Value of the aggregate consideration payable for all the common preferred class A shares pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and the denominator of which shall be equal to the product of (A) the Current Market Price per ADS on the date of expiration of the tender or exchange offer and (B) the result of (x) the number of common preferred class A shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (y) the number of all common preferred class A shares validly tendered, not withdrawn and accepted for payment on the date of expiration of the tender or exchange offer (such validly tendered shares, up to any such maximum, being referred to as the “Purchased Shares”). For the avoidance of doubt, a tender offer or exchange offer for, or a purchase of, ADSs shall be considered an offer or purchase of the underlying equity security.

Self Tender Offers and Exchange Offers. In case a tender or exchange offer made by CVRD Vale or any subsidiary of CVRD Vale for all or any portion of the CVRD common Vale preferred class A shares shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to shareholders (based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares (as defined below in this Section)) of an aggregate consideration per CVRD common Vale preferred class A share having a Fair Market Value that exceeds the closing price of CVRD common Vale preferred class A shares on the Scheduled Trading Day for the common preferred class A shares next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, each Fixed Conversion Rate in effect immediately prior to the opening of business on the Scheduled Trading Day for the common preferred class A shares after the date of expiration of the tender or exchange offer will be divided by a fraction, the numerator of which shall be equal to (A) the product of (x) the Current Market Price on the date of expiration of the tender or exchange offer and (y) the number of common preferred class A shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (B) the amount of cash plus the Fair Market Value of the aggregate consideration payable for all the common preferred class A shares pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and the denominator of which shall be equal to the product of (A) the Current Market Price per ADS on the date of expiration of the tender or exchange offer and (B) the result of (x) the number of common preferred class A shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (y) the number of all common preferred class A shares validly tendered, not withdrawn and accepted for payment on the date of expiration of the tender or exchange offer (such validly tendered shares, up to any such maximum, being referred to as the “Purchased Shares”). For the avoidance of doubt, a tender offer or exchange offer for, or a purchase of, ADSs shall be considered an offer or purchase of the underlying equity security.

Self Tender Offers and Exchange Offers. In case a tender or exchange offer made by CVRD Vale or any subsidiary of CVRD Vale for all or any portion of the CVRD Vale common shares shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to shareholders (based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares (as defined below in this Section)) of an aggregate consideration per CVRD Vale common share having a Fair Market Value that exceeds the closing price of CVRD Vale common shares on the Scheduled Trading Day for the common shares next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, each Fixed Conversion Rate in effect immediately prior to the opening of business on the Scheduled Trading Day for the common shares after the date of expiration of the tender or exchange offer will be divided by a fraction, the numerator of which shall be equal to (A) the product of (x) the Current Market Price on the date of expiration of the tender or exchange offer and (y) the number of common shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (B) the amount of cash plus the Fair Market Value of the aggregate consideration payable for all the common shares pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and the denominator of which shall be equal to the product of (A) the Current Market Price per ADS on the date of expiration of the tender or exchange offer and (B) the result of (x) the number of common shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (y) the number of all common shares validly tendered, not withdrawn and accepted for payment on the date of expiration of the tender or exchange offer (such validly tendered shares, up to any such maximum, being referred to as the “Purchased Shares”). For the avoidance of doubt, a tender offer or exchange offer for, or a purchase of, ADSs shall be considered an offer or purchase of the underlying equity security.

Self Tender Offers and Exchange Offers. In case If the Corporation or any of its subsidiaries successfully completes a tender or exchange offer made by CVRD or for the Common Stock where the cash and the value of any subsidiary of CVRD for all or any portion other consideration included in the payment per share of the CVRD common shares shall expire and such tender or exchange offer (as amended upon Common Stock exceeds the Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration thereof) shall require the payment to shareholders (based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, then the Conversion Price in effect at the close of Purchased Shares (as defined below in this Section)) of an aggregate consideration per CVRD common share having a Fair Market Value that exceeds the closing price of CVRD common shares business on the Scheduled such immediately succeeding Trading Day for will be multiplied by a fraction (A) the common numerator of which shall be the product of (I) the number of shares next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, each Fixed Conversion Rate in effect of Common Stock outstanding immediately prior to the opening of business on the Scheduled Trading Day for the common shares after the date of expiration of the tender or exchange offer will be divided by a fractionoffer, the numerator of which shall be equal to (A) the product of (x) the Current Market Price on the date of expiration of the tender or exchange offer and (y) the number of common shares outstanding (including any shares validly tendered and not withdrawnwithdrawn multiplied by (II) the Closing Price per share of Common Stock on the date of expiration of Trading Day immediately succeeding the tender or exchange offer less (B) the amount of cash plus the Fair Market Value of the aggregate consideration payable for all the common shares pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and the denominator of which shall be equal to the product of (A) the Current Market Price per ADS on the date of expiration of the tender or exchange offer and (B) the result denominator of which shall be the sum of (I) the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as determined in good faith by the Board of Directors plus (II) the product of (x) the number Closing Price per share of common shares outstanding (including any shares validly tendered and not withdrawn) Common Stock on the date of Trading Day immediately succeeding the expiration of the tender or exchange offer less multiplied by (y) the number of all common shares validly tendered, not withdrawn and accepted for payment on of Common Stock outstanding immediately after the date of expiration of the tender or exchange offer (such offer, giving effect to consummation of the acquisition of all shares validly tendered sharesor exchanged (and not withdrawn) in connection with such tender or exchange. In the event that the Corporation, up or one of its subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such maximumtender offer or exchange offer, being referred but the Corporation, or such subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to as the “Purchased Shares”). For the avoidance of doubt, a be such Conversion Price that would then be in effect if such tender offer or exchange offer forhad not been made or declared, as applicable (but giving effect to any intervening adjustments that may have been made with respect to the Series C Preferred Stock or a purchase ofthe Series D Preferred Stock). Except as set forth in the preceding sentence, ADSs in the event the application of this Section 10(a)(vi) with respect to any tender offer or exchange offer would result in an increase in the Conversion Price, no adjustment shall be considered an made for such tender offer or purchase of the underlying equity securityexchange offer pursuant to this Section 10(a)(vi).

Self Tender Offers and Exchange Offers. In case a tender offer or exchange offer made by CVRD the Company or any subsidiary Subsidiary of CVRD the Company for all or any portion of the CVRD common shares Common Stock shall expire and such tender offer or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock (which, if payable other than in cash shall be the Fair Market Value thereof) at the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as amended it shall have been amended) that exceeds the average Daily VWAP over the five consecutive Trading Day period ending on, and including, the seventh Trading Day after the Expiration Time (the “Expiration Time Price”), the number of Warrant Exercise Shares issuable upon exercise of a Warrant shall be increased to a number of Shares equal to the expiration thereofproduct of (x) the number of Warrant Exercise Shares so issuable immediately prior to the Expiration Time and (y) a fraction of which (I) the numerator shall require be the payment sum of (1) the Fair Market Value of the aggregate consideration payable to shareholders (stockholders based on the acceptance, acceptance (up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares (as defined below in this Section)) of an aggregate consideration per CVRD common share having a Fair Market Value that exceeds all shares validly tendered or exchanged and not withdrawn as of the closing price Expiration Time and (2) the product of CVRD common the number of shares on of Common Stock outstanding (after giving effect to the Scheduled Trading Day for the common purchase or exchange of shares next succeeding the last date on which tenders or exchanges may be made of Common Stock pursuant to such tender or exchange offer) on the Expiration Time and the Expiration Time Price, each Fixed Conversion Rate in and (II) the denominator shall be the number of shares of Common Stock outstanding (without giving effect to the purchase or exchange of shares of Common Stock pursuant to such tender or exchange offer) on the Expiration Time multiplied by the Expiration Time Price. Such increase shall become effective immediately prior to the opening of business on the Scheduled Trading Day for day following the common shares after Expiration Time. For the date purposes of expiration of the tender or exchange offer will be divided by a fractionthis Section 5(c), the numerator of which shall be equal to (A) the product of (x) the Current Market Price on the date of expiration of the tender or exchange offer and (y) the number of common shares of Common Stock at any time outstanding (including any shall not include shares validly tendered and not withdrawn) on held in the date of expiration treasury of the tender or exchange offer less (B) the amount of cash plus the Fair Market Value of the aggregate consideration payable for all the common shares pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and the denominator of which shall be equal to the product of (A) the Current Market Price per ADS on the date of expiration of the tender or exchange offer and (B) the result of (x) the number of common shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (y) the number of all common shares validly tendered, not withdrawn and accepted for payment on the date of expiration of the tender or exchange offer (such validly tendered shares, up to any such maximum, being referred to as the “Purchased Shares”). For the avoidance of doubt, a tender offer or exchange offer for, or a purchase of, ADSs shall be considered an offer or purchase of the underlying equity securityCompany.