Self-Tenders. In case of the consummation of a tender or exchange offer (other than an odd-lot tender offer) made by the Company or any subsidiary of the Company for all or any portion of the Common Stock to the extent that the cash and value of any other consideration included in such payment per share of Common Stock exceeds the first reported sales price per share of Common Stock on the trading day next succeeding the Expiration Time, the Exercise Price shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the Expiration Time by a fraction the numerator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the first reported sales price of the Common Stock on the trading day next succeeding the Expiration Time, and the denominator shall be the sum of (A) the fair market value (determined by the Board of Directors of the Company, whose determination shall be conclusive and described in a resolution of the Board of Directors) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (B) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the first reported sales price of the Common Stock on the trading day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time.
Self-Tenders. If, at any time or from time to time after the date hereof, the Company or any subsidiary of the Company shall repurchase, by self-tender offer or otherwise, any shares of Common Stock or Non-Voting Common Stock of the Company or any Right at a weighted average purchase price in excess of the per share Fair Market Value of the Common Stock or Non-Voting Common Stock, then on the Business Day immediately prior to the earliest of (i) the date of such repurchase, (ii) the commencement of an offer to repurchase or (iii) the public announcement of either (such date being referred to as the "Determination Date"), the Company shall (x) offer to repurchase the Warrant Shares on the same terms and conditions on which it has offered to repurchase the shares of Common Stock or Non-Voting Common Stock that were the subject of the self-tender or (y) offer to repurchase the Warrants on the same terms and conditions on which it has offered to repurchase the rights that were the subject of the self- tender.
Self-Tenders. If, at any time or from time to time after the date hereof, the Company or any subsidiary of the Company shall repurchase, by self-tender offer or otherwise, any shares of Common Stock of the Company or any Right at a weighted average purchase price in excess of the per share Fair Market Value of the Common Stock on the Business Day immediately prior to the earliest of (i) the date of such repurchase, (ii) the commencement of an offer to repurchase or (iii) the public announcement of either (such date being referred to as the "Determination Date"), the number of Warrant Shares purchasable upon exercise of the Warrants shall be increased so that the Holders thereafter will be entitled to receive the number of Warrant Shares determined by multiplying the number of Warrant Shares such Holders would have been entitled to receive before the Determination Date, had the Holders exercised their Warrant Shares immediately prior thereto, by a fraction, the numerator of which shall be the product of:
Self-Tenders. In case of the consummation of an issuer bid or a tender or exchange offer (other than an odd-lot tender offer or a normal course issuer bid) made by the Company or any subsidiary of the Company for all or any portion of the Common Stock to the extent that the cash and value of any other consideration included in such payment per share of Common Stock exceeds the first reported sales price per share of Common Stock on the trading day next succeeding the Expiration Time (as defined below), the Exercise Price shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the last time tenders or exchanges made pursuant to such issuer bid or tender or exchange offer (the "Expiration Time") by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Expiration Time multiplied by the first reported sales price of the shares of Common Stock on the trading day next succeeding the Expiration Time, and the denominator shall be the sum of (A) the fair market value (determined by the board of directors of the Company (the "Board of Directors"), whose determination shall be conclusive and described in a resolution of the Board of Directors) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the issuer bid or tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (B) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the first reported sales price of the shares of Common Stock on the trading day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time.
Self-Tenders. If, at any time or from time to time after the date hereof, the Company or any subsidiary of the Company shall repurchase, by self-tender offer or otherwise, any shares of Common Stock of the Company or any Right at a weighted average purchase price in excess of the per share Fair Market Value of the Common Stock then on the Business Day immediately prior to the earliest of (i) the date of such repurchase, (ii) the commencement of an offer to repurchase or (iii) the public announcement of either (such date being referred to as the "Determination ------------- Date"), the Company shall (x) offer to repurchase the Warrant Shares on the same ---- terms and conditions on which it has offered to repurchase the shares of Common Stock that were the subject of the self-tender or (y) offer to repurchase the Warrants on the same terms and conditions on which it has offered to repurchase the rights that were the subject of the self-tender.
Self-Tenders. In the event of a tender offer by the Corporation under Rule 13e-4 promulgated pursuant to the Exchange Act, each holder of Preferred Shares will have the unilateral option to tender into the tender offer. If a holder determines not to participate in or to withdraw from such tender offer, and at all times prior to the closing of such tender offer, all other rights of such holder under this Certificate of Designations, the Exchange Agreement and the Registration Rights Agreement will remain unmodified and in full force and effect.
Self-Tenders. For a period of two years following the date of this Agreement, each Investor hereby agrees that if, upon the recommendation of the board of directors, the Company makes a tender offer for its outstanding shares of Common Stock using then existing funds of the Company or additional funds invested by the Investors in other equity securities of the Company, such Investor shall not tender any shares of Common Stock, including any shares of Common Stock issuable upon conversion of any Series A Preferred Stock, held by such Investor.
Self-Tenders. If a tender or other offer is made by or on behalf of the issuer of any Relevant Securities comprised in the Exchange Property (or any person associated with such issuer) to purchase or otherwise acquire, redeem or exchange such Relevant Securities, the Issuer shall not tender or be entitled to be treated as having tendered any such Relevant Securities which are comprised in the Exchange Property or be treated as having accepted any such offer in respect thereof or vote in respect of any such Relevant Securities in relation to any such tender or other offer, nor shall the Issuer exercise or be treated as having exercised any option which it may have in connection therewith or otherwise to require the redemption or repayment of such Relevant Securities.
Self-Tenders. In case of the consummation of a tender or exchange offer (other than an odd-lot tender offer) made by IWCL or any subsidiary of IWCL to all or substantially all of IWCL's stockholders for all or any portion of the Common Stock where the cash and value of any other consideration included in such payment per share of Common Stock exceeds the Current Market Value of the common Stock on the business day immediately preceding the commencement of the self-tender or exchange offer, the Exercise Price shall be reduced on the 5th Business Day following the Expiration Time (as defined) so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding (without giving effect to any reduction in respect of any tendered of
Self-Tenders. Neither Corporation shall make a self-tender offer or issuer bid (a "Self-Tender Offer") for its outstanding Trading Units (or for any of its shares included in such Trading Units) unless a substantially contemporaneous Self- Tender Offer for an equivalent percentage of the outstanding Trading Units of the other Corporation is made on the same or corresponding terms; provided that CN shall be entitled to offer to pay any cash consideration payable thereunder in Canadian dollars and Newco shall be entitled to offer to pay any cash consideration payable thereunder in U.S. dollars. In connection with any such Self Tender Offers, the Corporations agree to make all commercially reasonable efforts, including by seeking discretionary relief from applicable securities regulatory authorities, to permit any pro-rationing of acceptances of such Self- Tender Offers to occur on a basis which treats both Self-Tender Offers as a single offer being made for a single class of securities.
