Common use of Tender Offer Requirement Clause in Contracts

Tender Offer Requirement. Without limiting the provisions of Section 3.1 (Standstill) above, no Stockholder shall, nor shall it permit any of its Affiliates, individually or together with any of such Stockholder's Related Parties, to, in any manner, directly or indirectly acquire beneficial ownership of any Shares (including, without limitation, through the acquisition of ownership or control of another Stockholder or a Controlling Person of another Stockholder) if, after giving effect thereto, such Stockholder (together with its Related Parties) would beneficially own, in the aggregate, fifty percent (50%) or more of the then outstanding Shares, unless such Shares are acquired by such Stockholder and/or one of its Related Parties pursuant to a Tender Offer; provided that, if at any time (i) a Third Party Investor makes a bona fide tender offer to purchase such percentage of the Shares that, when aggregated with any Shares then owned by such Third Party Investor and its Related Parties, would equal more than fifty percent (50%) of the then outstanding Shares, and a Stockholder or any of its Related Parties thereafter makes a Tender Offer during the period in which the tender offer made by such Third Party Investor is still in effect, or (ii) a Third Party Investor makes a bona fide tender offer during the period in which a Tender Offer made by a Stockholder or any of its Related Parties is still in effect, then the requirement in the definition of "Tender Offer" that the Tender Offer made by such Stockholder be accepted by stockholders of the Company holding a simple majority of the then outstanding Shares (excluding any Shares held by such Stockholder and its Related Parties) shall not apply; provided, further, however, that the restriction on acquisition of Shares provided in this Section 3.2 shall not apply to any acquisition of additional Shares by MTG or Alfa pursuant to the Right of First Offer set forth in Section 4 (Right of First Offer) below.

Tender Offer Requirement. Without limiting the provisions of Section 3.1 (Standstill) above, no Stockholder shall, nor shall it permit any of its Affiliates, individually or together with any of such Stockholder's Related Parties, to, in any manner, directly or indirectly acquire beneficial ownership of any Shares (including, without limitation, through the acquisition of ownership or control of another Stockholder or a Controlling Person of another Stockholder) if, after giving effect thereto, such Stockholder (together with its Related Parties) would beneficially own, in the aggregate, fifty percent (50%) or more of the then outstanding Shares, unless such Shares are acquired by such Stockholder and/or one of its Related Parties pursuant to a Tender Offer; provided that, if at any time (i) a Third Party Investor makes a bona fide tender offer to purchase such percentage of the Shares that, when aggregated with any Shares then owned by such Third Party Investor and its Related Parties, would equal more than fifty percent (50%) of the then outstanding Shares, and a Stockholder or any of its Related Parties thereafter makes a Tender Offer during the period in which the tender offer made by such Third Party Investor is still in effect, or (ii) a Third Party Investor makes a bona fide tender offer during the period in which a Tender Offer made by a Stockholder or any of its Related Parties is still in effect, then the requirement in the definition of "“Tender Offer" ” that the Tender Offer made by such Stockholder be accepted by stockholders of the Company holding a simple majority of the then outstanding Shares (excluding any Shares held by such Stockholder and its Related Parties) shall not apply; provided, further, however, that the restriction on acquisition of Shares provided in this Section 3.2 shall not apply to any acquisition of additional Shares by MTG or Alfa Telcrest pursuant to the Right of First Offer set forth in Section 4 4.1 (Right of First Offer; Procedures) below.

Tender Offer Requirement. Without limiting the provisions of Section 3.1 3.01 (Standstill) above, no Stockholder shall, nor shall it permit any of its Affiliates, individually or together with any of such Stockholder's ’s Related Parties, to, in any manner, directly or indirectly acquire beneficial ownership of any Shares (including, without limitation, through the acquisition of ownership or control of another Stockholder or a Controlling Person of another Stockholder) if, after giving effect thereto, such Stockholder (together with its Related Parties) would beneficially own, in the aggregate, fifty percent (50%) or more of the then outstanding Shares, unless such Shares are acquired by such Stockholder and/or one of its Related Parties pursuant to a Tender Offer; provided that, if at any time (i) a Third Party Investor makes a bona fide tender offer to purchase such percentage of the Shares that, when aggregated with any Shares then owned by such Third Party Investor and its Related Parties, would equal more than fifty percent (50%) of the then outstanding Shares, and a Stockholder or any of its Related Parties thereafter makes a Tender Offer during the period in which the tender offer made by such Third Party Investor is still in effect, or (ii) a Third Party Investor makes a bona fide tender offer during the period in which a Tender Offer made by a Stockholder or any of its Related Parties is still in effect, then the requirement in the definition of "“Tender Offer" ” that the Tender Offer made by such Stockholder be accepted by stockholders of the Company holding a simple majority of the then outstanding Shares (excluding any Shares held by such Stockholder and its Related Parties) shall not apply; provided, further, however, that the restriction on acquisition of Shares provided in this Section 3.2 3.02 shall not apply to any acquisition of additional Shares by MTG or Alfa Telcrest pursuant to the Right of First Offer set forth in Section 4 4.01 (Right of First Offer; Procedures) below.

Tender Offer Requirement. Without limiting the provisions of Section 3.1 (Standstill) above, no Stockholder shall, nor shall it permit any of its Affiliates, individually or together with any of such Stockholder's ’s Related Parties, to, in any manner, directly or indirectly acquire beneficial ownership of any Shares (including, without limitation, through the acquisition of ownership or control of another Stockholder or a Controlling Person of another Stockholder) if, after giving effect thereto, such Stockholder (together with its Related Parties) would beneficially own, in the aggregate, fifty percent (50%) or more of the then outstanding Shares, unless such Shares are acquired by such Stockholder and/or one of its Related Parties pursuant to a Tender Offer; provided that, if at any time (i) a Third Party Investor makes a bona fide tender offer to purchase such percentage of the Shares that, when aggregated with any Shares then owned by such Third Party Investor and its Related Parties, would equal more than fifty percent (50%) of the then outstanding Shares, and a Stockholder or any of its Related Parties thereafter makes a Tender Offer during the period in which the tender offer made by such Third Party Investor is still in effect, or (ii) a Third Party Investor makes a bona fide tender offer during the period in which a Tender Offer made by a Stockholder or any of its Related Parties is still in effect, then the requirement in the definition of "“Tender Offer" ” that the Tender Offer made by such Stockholder be accepted by stockholders of the Company holding a simple majority of the then outstanding Shares (excluding any Shares held by such Stockholder and its Related Parties) shall not apply; provided, further, however, that the restriction on acquisition of Shares provided in this Section 3.2 shall not apply to any acquisition of additional Shares by MTG or Alfa Telcrest pursuant to the Right of First Offer set forth in Section 4 4.1 (Right of First Offer; Procedures) below.