Common use of Tender Offer Purchases Clause in Contracts

Tender Offer Purchases. In case any tender offer made by the Company or any of its Subsidiaries for Shares of Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment to shareholders of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ Certificate delivered to the Trustee thereof) of any other consideration) expressed as an amount per Share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) that exceeds the Current Market Price as of the day next succeeding the last date (the “Expiration Date”) tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “Expiration Time”), then, immediately prior to the opening of business on the first Business Day after the Expiration Date, the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to close of business on the Expiration Date by a fraction: (i) the numerator of which shall be the product of the number of Shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price per share on the Expiration Date; and (ii) the denominator of which shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all Shares of Common Stock validly tendered and not withdrawn as of the Expiration Time (the Shares of Common Stock deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of (a) an amount equal to (I) the number of Shares of Common Stock outstanding at the Expiration Time less (II) any Purchased Shares (and excluding any shares held in the treasury of the Company and its Subsidiaries) and (b) the Current Market Price per share on the Expiration Date. such reduction (if any) to become effective immediately prior to the opening of business on the Business Day following the Expiration Date. In the event that the Company would be obligated to purchase Shares of Common Stock pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Shares of Common Stock actually purchased. If the application of this Section 4.06(f) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.06. For purposes of this Section 4.06, the term “tender offer” shall mean and include both tender offers and exchange offers, all references to “purchases” of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to “tendered shares” (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. Notwithstanding the foregoing sentence, “tender offer” shall not include open market purchases in compliance with Section 10b-18 under the Exchange Act or negotiated purchases that are not subject to Section 14(d) of the Exchange Act.

Tender Offer Purchases. In case any tender offer made by the Company or any of its Subsidiaries for Shares of Common Class A Subordinate Voting Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment to shareholders of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ ' Certificate delivered to the Trustee thereof) of any other consideration) expressed that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an amount per Share Officers' Certificate delivered to the Trustee) of Common any other consideration payable in respect of any other tender offers by the Company or any Subsidiary of the Company for Class A Subordinate Voting Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as consummated within the 12 months preceding the date of the Expiration Time Date (as defined below) that and in respect of which no Conversion Price adjustment pursuant to this Section 4.06 has been made and (B) all cash distributions to all or substantially all holders of its Class A Subordinate Voting Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 4.06 has been made, exceeds an amount equal to 10.0% of the Current Market Price product of the current market price per share of Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 4.06) as of the day next succeeding the last date (the “"Expiration Date”") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “"Expiration Time”)") multiplied by the sum of the number of shares of Class A Subordinate Voting Stock and the number of shares of Class B Stock of the Company each outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the first Business Day day after the Expiration Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the Expiration Date by a fraction: (i) fraction of which the numerator of which shall be the product of the number of Shares shares of Common Class A Subordinate Voting Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price current market price per share of the Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 4.06) on the Trading Day next succeeding the Expiration Date; and (ii) Date and the denominator of which shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to shareholders stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all Shares of Common Stock shares validly tendered and not withdrawn as of the Expiration Time (the Shares of Common Stock shares deemed so accepted, up to any such maximum, being referred to as the “"Purchased Shares”") and (y) the product of (a) an amount equal to (I) the number of Shares shares of Common Class A Subordinate Voting Stock outstanding at the Expiration Time (less (II) any Purchased Shares (and excluding any shares held in the treasury of the Company Company) at the Expiration Time and its Subsidiaries) and (b) the Current Market Price current market price per share of Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 4.06) on the Trading Day next succeeding the Expiration Date. , such reduction (if any) to become effective immediately prior to the opening of business on the Business Day day following the Expiration Date. In the event that the Company would be obligated to purchase Shares of Common Stock shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Shares of Common Stock shares actually purchased. If the application of this Section 4.06(f) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.064.06(f). For purposes of this Section 4.064.06(f), the term “"tender offer” " shall mean and include both tender offers and exchange offers, all references to “"purchases” " of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to “"tendered shares” " (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. Notwithstanding the foregoing sentence, “tender offer” shall not include open market purchases in compliance with Section 10b-18 under the Exchange Act or negotiated purchases that are not subject to Section 14(d) of the Exchange Act.

Tender Offer Purchases. In case any tender offer made by the Company or any of its Subsidiaries for Shares of Common Class A Subordinate Voting Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment to shareholders of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ ' Certificate delivered to the Trustee thereof) of any other consideration) expressed that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an amount per Share Officers' Certificate delivered to the Trustee) of Common any other consideration payable in respect of any other tender offers by the Company or any Subsidiary of the Company for Class A Subordinate Voting Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as consummated within the 12 months preceding the date of the Expiration Time Date (as defined below) that and in respect of which no Conversion Price adjustment pursuant to this Section 13.07 has been made and (B) all cash distributions to all or substantially all holders of its Class A Subordinate Voting Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 13.07 has been made, exceeds an amount equal to 10.0%, or such other percentage as may be specified in the Current Market Price Board Resolution or indenture supplemental hereto for any series of Convertible Securities, of the product of the current market price per share of Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 13.07) as of the day next succeeding the last date (the “"Expiration Date”") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “"Expiration Time”)") multiplied by the sum of the number of shares of Class A Subordinate Voting Stock and the number of shares of Class B Stock of the Company each outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the first Business Day day after the Expiration Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the Expiration Date by a fraction: (i) fraction of which the numerator of which shall be the product of the number of Shares shares of Common Class A Subordinate Voting Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price current market price per share of the Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 13.07) on the Trading Day next succeeding the Expiration Date; and (ii) Date and the denominator of which shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to shareholders stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all Shares of Common Stock shares validly tendered and not withdrawn as of the Expiration Time (the Shares of Common Stock shares deemed so accepted, up to any such maximum, being referred to as the “"Purchased Shares”") and (y) the product of (a) an amount equal to (I) the number of Shares shares of Common Class A Subordinate Voting Stock outstanding at the Expiration Time (less (II) any Purchased Shares (and excluding any shares held in the treasury of the Company Company) at the Expiration Time and its Subsidiaries) and (b) the Current Market Price current market price per share of Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 13.07) on the Trading Day next succeeding the Expiration Date. , such reduction (if any) to become effective immediately prior to the opening of business on the Business Day day following the Expiration Date. In the event that the Company would be obligated to purchase Shares of Common Stock shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Shares of Common Stock shares actually purchased. If the application of this Section 4.06(f13.07(f) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.0613.07(f). For purposes of this Section 4.0613.07(f), the term “"tender offer” " shall mean and include both tender offers and exchange offers, all references to “"purchases” " of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to “"tendered shares” " (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. Notwithstanding the foregoing sentence, “tender offer” shall not include open market purchases in compliance with Section 10b-18 under the Exchange Act or negotiated purchases that are not subject to Section 14(d) of the Exchange Act.

Tender Offer Purchases. In case any tender offer made by the Company or any of its Subsidiaries for Shares of Common Stock Beneficial Interest shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment to shareholders of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of DirectorsTrustees, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ ' Certificate delivered to the Trustee thereof) of any other consideration) expressed as an amount per Share of Common Stock Beneficial Interest validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) that exceeds the Current Market Price as of the day next succeeding the last date (the “"Expiration Date”") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “"Expiration Time”"), then, immediately prior to the opening of business on the first Business Day after the Expiration Date, the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to close of business on the Expiration Date by a fraction: (i) the numerator of which shall be the product of the number of Shares of Common Stock Beneficial Interest outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price per share on the Expiration Date; and (ii) the denominator of which shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all Shares of Common Stock Beneficial Interest validly tendered and not withdrawn as of the Expiration Time (the Shares of Common Stock Beneficial Interest deemed so accepted, up to any such maximum, being referred to as the “"Purchased Shares”") and (y) the product of (a) an amount equal to (I) the number of Shares of Common Stock Beneficial Interest outstanding at the Expiration Time less (II) any Purchased Shares (and excluding any shares held in the treasury of the Company and its Subsidiaries) and (b) the Current Market Price per share on the Expiration Date. such reduction (if any) to become effective immediately prior to the opening of business on the Business Day following the Expiration Date. In the event that the Company would be obligated to purchase Shares of Common Stock Beneficial Interest pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Shares of Common Stock Beneficial Interest actually purchased. If the application of this Section 4.06(f) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.06. For purposes of this Section 4.06, the term “tender offer” shall mean and include both tender offers and exchange offers, all references to “purchases” of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to “tendered shares” (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. Notwithstanding the foregoing sentence, “tender offer” shall not include open market purchases in compliance with Section 10b-18 under the Exchange Act or negotiated purchases that are not subject to Section 14(d) of the Exchange Act.

Tender Offer Purchases. In case any tender offer made by the Company or any of its Subsidiaries for Shares of Common Class A Subordinate Voting Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment to shareholders of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ ' Certificate delivered to the Trustee thereof) of any other consideration) expressed that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an amount per Share Officers' Certificate delivered to the Trustee) of Common any other consideration payable in respect of any other tender offers by the Company or any Subsidiary of the Company for Class A Subordinate Voting Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as consummated within the 12 months preceding the date of the Expiration Time Date (as defined below) that and in respect of which no Conversion Price adjustment pursuant to this Section 12.07 has been made and (B) all cash distributions to all or substantially all holders of its Class A Subordinate Voting Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 12.07 has been made, exceeds an amount equal to 10.0%, or such other percentage as may be specified in the Current Market Price Board Resolution or indenture supplemental hereto for any series of Convertible Securities, of the product of the current market price per share of Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 12.07) as of the day next succeeding the last date (the “"Expiration Date”") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “"Expiration Time”)") multiplied by the sum of the number of shares of Class A Subordinate Voting Stock and the number of shares of Class B Stock of the Company each outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the first Business Day day after the Expiration Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the Expiration Date by a fraction: (i) fraction of which the numerator of which shall be the product of the number of Shares shares of Common Class A Subordinate Voting Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price current market price per share of the Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 12.07) on the Trading Day next succeeding the Expiration Date; and (ii) Date and the denominator of which shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to shareholders stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all Shares of Common Stock shares validly tendered and not withdrawn as of the Expiration Time (the Shares of Common Stock shares deemed so accepted, up to any such maximum, being referred to as the “"Purchased Shares”") and (y) the product of (a) an amount equal to (I) the number of Shares shares of Common Class A Subordinate Voting Stock outstanding at the Expiration Time (less (II) any Purchased Shares (and excluding any shares held in the treasury of the Company Company) at the Expiration Time and its Subsidiaries) and (b) the Current Market Price current market price per share of Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 12.07) on the Trading Day next succeeding the Expiration Date. , such reduction (if any) to become effective immediately prior to the opening of business on the Business Day day following the Expiration Date. In the event that the Company would be obligated to purchase Shares of Common Stock shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Shares of Common Stock shares actually purchased. If the application of this Section 4.06(f12.07(f) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.0612.07(f). For purposes of this Section 4.0612.07(f), the term “"tender offer” " shall mean and include both tender offers and exchange offers, all references to “"purchases” " of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to “"tendered shares” " (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. Notwithstanding the foregoing sentence, “tender offer” shall not include open market purchases in compliance with Section 10b-18 under the Exchange Act or negotiated purchases that are not subject to Section 14(d) of the Exchange Act.