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 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 preferred class A share having a Fair Market Value that exceeds the closing price of CVRD preferred class A shares on the Scheduled Trading Day for the 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 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offer and (y) the number of preferred class A shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (B) the amount of cash plus the Fair Market Value of the aggregate consideration payable for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 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(B) the result of (x) the number of preferred class A shares outstanding (including any shares validly tendered and not withdrawn) on the date of expiration of the tender or exchange offer less (y) the number of all preferred class A shares validly tendered, not withdrawn and accepted for payment on the date of expiration of the tender or exchange offer (such validly tendered shares, up to any such maximum, being referred to as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 preferred class A 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 preferred class A Vale common share having a Fair Market Value that exceeds the closing price of CVRD preferred class A Vale common shares on the Scheduled Trading Day for the preferred class A 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 preferred class A 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 preferred class A 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 preferred class A 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 preferred class A 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 preferred class A 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 a tender or exchange offer made by CVRD Vale or any subsidiary of CVRD Vale for all or any portion of the CVRD 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 Vale preferred class A share having a Fair Market Value that exceeds the closing price of CVRD Vale preferred class A shares on the Scheduled Trading Day for the 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 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 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 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 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 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 or any subsidiary of CVRD for all or any portion of the CVRD preferred class A 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 preferred class A common share having a Fair Market Value that exceeds the closing price of CVRD preferred class A common shares on the Scheduled Trading Day for the preferred class A 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 preferred class A 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 preferred class A 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 preferred class A 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 preferred class A 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 preferred class A 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.