Common use of Tender Offers – Employer Securities Clause in Contracts

Tender Offers – Employer Securities. Upon commencement of a tender offer for any securities held in the Trust that are Employer Securities, the Responsible Fiduciary shall notify each Participant or Beneficiary of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Participant or Beneficiary the same information that is distributed to other stockholders of the Plan Sponsor in connection with the tender offer. The Plan Sponsor shall provide the Responsible Fiduciary with a copy of any material provided to the Participants and Beneficiaries. The Responsible Fiduciary shall certify to the Trustee that the materials have been mailed or otherwise sent to Participants and Beneficiaries. Each Participant and Beneficiary shall have the right to direct the Responsible Fiduciary to tender or not to tender some or all of the shares of the Employer Securities reflecting his proportional interest in the Employer Securities held in the Trust (both vested and unvested). Directions from a Participant or Beneficiary to the Responsible Fiduciary concerning the tender of the Employer Securities shall be communicated in a then acceptable written format. These directions shall be held in confidence by the Responsible Fiduciary and shall not be divulged to the Plan Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Responsible Fiduciary’s services hereunder. The Responsible Fiduciary shall tender shares of Employer Securities as directed by the Participant or Beneficiary. To the extent that Participants and Beneficiaries fail to affirmatively direct the Responsible Fiduciary or fail to issue valid directions to the Responsible Fiduciary to tender shares of the Employer Securities credited to their Accounts, they will be deemed to have instructed the Responsible Fiduciary not to tender those shares. Accordingly, the Responsible Fiduciary shall not tender shares of Employer Securities credited to a Participant’s or Beneficiary’s Accounts for which it has received no directions or invalid directions from him. The Responsible Fiduciary shall tender that number of shares of the Employer Securities not credited to the Participants’ and Beneficiaries’ Accounts which is determined by multiplying the total number of shares of the Employer Securities not credited to Participants’ and Beneficiaries’ Accounts by a fraction of which the numerator is the number of shares of the Employer Securities credited to Participants’ and Beneficiaries’ Accounts for which the Responsible Fiduciary has received valid directions from Participants and Beneficiaries to tender (which directions have not been withdrawn as of the date of this determination) and of which the denominator is the total number of shares of the Employer Securities credited to the Participants’ and Beneficiaries’ Accounts. A Participant or Beneficiary who has directed the Responsible Fiduciary to tender some or all of the shares of the Employer Securities credited to his Accounts may, at any time prior to the tender offer withdrawal date, direct the Responsible Fiduciary to withdraw some or all of the tendered shares, and the Responsible Fiduciary shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of the Employer Securities not credited to Participants’ or Beneficiaries’ Accounts have been tendered, the Responsible Fiduciary shall redetermine the number of shares of the Employer Securities that would be tendered under this Section if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of the Employer Securities not credited to Participants’ or Beneficiaries’ Accounts necessary to reduce the amount of tendered Employer Securities not credited to Participants’ or Beneficiaries’ Accounts to the amount so redetermined. A Participant or Beneficiary shall not be limited as to the number of directions to tender or withdraw that he may give to the Responsible Fiduciary. A direction by a Participant or Beneficiary to the Responsible Fiduciary to tender shares of the Employer Securities reflecting his proportional interest in the Employer Securities held in the Trust shall not be considered a written election by him to withdraw, or have distributed, any or all of his withdrawable shares. The Responsible Fiduciary shall credit to each proportional interest of the Participant or Beneficiary from which the tendered shares were taken the proceeds received by the Responsible Fiduciary in exchange for the shares of Employer Securities tendered from that interest. The Responsible Fiduciary will comply with the provisions of this paragraph (d) unless he or she determines that it is imprudent to do so, in which case he or she will carry out the provisions of this Section in a manner which complies with his or her fiduciary responsibilities under applicable law.

Tender Offers – Employer Securities. Upon commencement of a tender offer for any securities held in the Trust that are Employer Securities, the Responsible Fiduciary shall notify each Participant or Beneficiary of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Participant or Beneficiary the same information that is distributed to other stockholders of the Plan Sponsor in connection with the tender offer. The Plan Sponsor shall provide the Responsible Fiduciary with a copy of any material provided to the Participants and Beneficiaries. The Responsible Fiduciary shall certify to the Trustee that the materials have been mailed or otherwise sent to Participants and Beneficiaries. Each Participant and Beneficiary shall have the right to direct the Responsible Fiduciary to tender or not to tender some or all of the shares of the Employer Securities reflecting his proportional interest in the Employer Securities held in the Trust (both vested and unvested). Directions from a Participant or Beneficiary to the Responsible Fiduciary concerning the tender of the Employer Securities shall be communicated in a then acceptable written format. These directions shall be held in confidence by the Responsible Fiduciary and shall not be divulged to the Plan Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Responsible Fiduciary’s services hereunder. The Responsible Fiduciary shall tender shares of Employer Securities as directed by the Participant or Beneficiary. To the extent that Participants and Beneficiaries fail to affirmatively direct the Responsible Fiduciary or fail to issue valid directions to the Responsible Fiduciary to tender shares of the Employer Securities credited to their Accounts, they will be deemed to have instructed the Responsible Fiduciary not to tender those shares. Accordingly, the Responsible Fiduciary shall not tender shares of Employer Securities credited to a Participant’s or Beneficiary’s Accounts for which it has received no directions or invalid directions from him. The Responsible Fiduciary shall tender that number of shares of the Employer Securities not credited to the Participants’ and Beneficiaries’ Accounts which is determined by multiplying the total number of shares of the Employer Securities not credited to Participants’ and Beneficiaries’ Accounts by a fraction of which the numerator is the number of shares of the Employer Securities credited to Participants’ and Beneficiaries’ Accounts for which the Responsible Fiduciary has received valid directions from Participants and Beneficiaries to tender (which directions have not been withdrawn as of the date of this determination) and of which the denominator is the total number of shares of the Employer Securities credited to the Participants’ and Beneficiaries’ Accounts. A Participant or Beneficiary who has directed the Responsible Fiduciary to tender some or all of the shares of the Employer Securities credited to his Accounts may, at any time prior to the tender offer withdrawal date, direct the Responsible Fiduciary to withdraw some or all of the tendered shares, and the Responsible Fiduciary shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of the Employer Securities not credited to Participants’ or Beneficiaries’ Accounts have been tendered, the Responsible Fiduciary shall redetermine the number of shares of the Employer Securities that would be tendered under this Section if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of the Employer Securities not credited to Participants’ or Beneficiaries’ Accounts necessary to reduce the amount of tendered Employer Securities not credited to Participants’ or Beneficiaries’ Accounts to the amount so redetermined. A Participant or Beneficiary shall not be limited as to the number of directions to tender or withdraw that he may give to the Responsible Fiduciary. A direction by a Participant or Beneficiary to the Responsible Fiduciary to tender shares of the Employer Securities reflecting his proportional interest in the Employer Securities held in the Trust shall not be considered a written election by him to withdraw, or have distributed, any or all of his withdrawable shares. The Responsible Fiduciary shall credit to each proportional interest of the Participant or Beneficiary from which the tendered shares were taken the proceeds received by the Responsible Fiduciary in exchange for the shares of Employer Securities tendered from that interest. The Responsible Fiduciary will comply with the provisions of this paragraph (dSection 11.04(d) unless he or she determines that it is imprudent to do so, in which case he or she will carry out the provisions of this Section in a manner which complies with his or her fiduciary responsibilities under applicable law.

Tender Offers – Employer Securities. Upon commencement of a tender offer for any securities held in the Trust that are Employer Securities, the Responsible Fiduciary shall notify each Participant or Beneficiary of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Participant or Beneficiary the same information that is distributed to other stockholders of the Plan Sponsor in connection with the tender offer. The Plan Sponsor shall provide the Responsible Fiduciary with a copy of any material provided to the Participants and Beneficiaries. The Responsible Fiduciary shall certify to the Trustee that the materials have been mailed or otherwise sent to Participants and Beneficiaries. Each Participant and Beneficiary shall have the right to direct the Responsible Fiduciary to tender or not to tender some or all of the shares of the Employer Securities reflecting his proportional interest in the Employer Securities held in the Trust (both vested and unvested). Directions from a Participant or Beneficiary to the Responsible Fiduciary concerning the tender of the Employer Securities shall be communicated in a then acceptable written format. These directions shall be held in confidence by the Responsible Fiduciary and shall not be divulged to the Plan Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Responsible Fiduciary’s 's services hereunder. The Responsible Fiduciary shall tender shares of Employer Securities as directed by the Participant or Beneficiary. To the extent that Participants and Beneficiaries fail to affirmatively direct the Responsible Fiduciary or fail to issue valid directions to the Responsible Fiduciary to tender shares of the Employer Securities credited to their Accounts, they will be deemed to have instructed the Responsible Fiduciary not to tender those shares. Accordingly, the Responsible Fiduciary shall not tender shares of Employer Securities credited to a Participant’s 's or Beneficiary’s 's Accounts for which it has received no directions or invalid directions from him. The Responsible Fiduciary shall tender that number of shares of the Employer Securities not credited to the Participants’ ' and Beneficiaries’ ' Accounts which is determined by multiplying the total number of shares of the Employer Securities not credited to Participants’ ' and Beneficiaries’ ' Accounts by a fraction of which the numerator is the number of shares of the Employer Securities credited to Participants’ ' and Beneficiaries’ ' Accounts for which the Responsible Fiduciary has received valid directions from Participants and Beneficiaries to tender (which directions have not been withdrawn as of the date of this determination) and of which the denominator is the total number of shares of the Employer Securities credited to the Participants’ ' and Beneficiaries’ ' Accounts. A Participant or Beneficiary who has directed the Responsible Fiduciary to tender some or all of the shares of the Employer Securities credited to his Accounts may, at any time prior to the tender offer withdrawal date, direct the Responsible Fiduciary to withdraw some or all of the tendered shares, and the Responsible Fiduciary shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of the Employer Securities not credited to Participants’ ' or Beneficiaries’ ' Accounts have been tendered, the Responsible Fiduciary shall redetermine the number of shares of the Employer Securities that would be tendered under this Section if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of the Employer Securities not credited to Participants’ ' or Beneficiaries’ ' Accounts necessary to reduce the amount of tendered Employer Securities not credited to Participants’ ' or Beneficiaries’ ' Accounts to the amount so redetermined. A Participant or Beneficiary shall not be limited as to the number of directions to tender or withdraw that he may give to the Responsible Fiduciary. A direction by a Participant or Beneficiary to the Responsible Fiduciary to tender shares of the Employer Securities reflecting his proportional interest in the Employer Securities held in the Trust shall not be considered a written election by him to withdraw, or have distributed, any or all of his withdrawable shares. The Responsible Fiduciary shall credit to each proportional interest of the Participant or Beneficiary from which the tendered shares were taken the proceeds received by the Responsible Fiduciary in exchange for the shares of Employer Securities tendered from that interest. The Responsible Fiduciary will comply with the provisions of this paragraph (d) unless he or she determines that it is imprudent to do so, in which case he or she will carry out the provisions of this Section in a manner which complies with his or her fiduciary responsibilities under applicable law.

Tender Offers – Employer Securities. Upon commencement of a tender offer for any securities held in the Trust that are Employer Securities, the Responsible Fiduciary shall notify each Participant or Beneficiary of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Participant or Beneficiary the same information that is distributed to other stockholders of the Plan Sponsor in connection with the tender offer. The Plan Sponsor shall provide the Responsible Fiduciary with a copy of any material provided to the Participants and Beneficiaries. The Responsible Fiduciary shall certify to the Trustee that the materials have been mailed or otherwise sent to Participants and Beneficiaries. Each Participant and Beneficiary shall have the right to direct the Responsible Fiduciary to tender or not to tender some or all of the shares of the Employer Securities reflecting his proportional interest in the Employer Securities held in the Trust (both vested and unvested). Directions from a Participant or Beneficiary to the Responsible Fiduciary concerning the tender of the Employer Securities shall be communicated in a then acceptable written format. These directions shall be held in confidence by the Responsible Fiduciary and shall not be divulged to the Plan Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Responsible Fiduciary’s 's services hereunder. The Responsible Fiduciary shall tender shares of Employer Securities as directed by the Participant or Beneficiary. To the extent that Participants and Beneficiaries fail to affirmatively direct the Responsible Fiduciary or fail to issue valid directions to the Responsible Fiduciary to tender shares of the Employer Securities credited to their Accounts, they will be deemed to have instructed the Responsible Fiduciary not to tender those shares. Accordingly, the Responsible Fiduciary shall not tender shares of Employer Securities credited to a Participant’s 's or Beneficiary’s 's Accounts for which it has received no directions or invalid directions from him. The Responsible Fiduciary shall tender that number of shares of the Employer Securities not credited to the Participants’ ' and Beneficiaries’ ' Accounts which is determined by multiplying the total number of shares of the Employer Securities not credited to Participants’ ' and Beneficiaries’ ' Accounts by a fraction of which the numerator is the number of shares of the Employer Securities credited to Participants’ ' and Beneficiaries’ ' Accounts for which the Responsible Fiduciary has received valid directions from Participants and Beneficiaries to tender (which directions have not been withdrawn as of the date of this determination) and of which the denominator is the total number of shares of the Employer Securities credited to the Participants’ ' and Beneficiaries’ ' Accounts. A Participant or Beneficiary who has directed the Responsible Fiduciary to tender some or all of the shares of the Employer Securities credited to his Accounts may, at any time prior to the tender offer withdrawal date, direct the Responsible Fiduciary to withdraw some or all of the tendered shares, and the Responsible Fiduciary shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of the Employer Securities not credited to Participants’ ' or Beneficiaries’ ' Accounts have been tendered, the Responsible Fiduciary shall redetermine the number of shares of the Employer Securities that would be tendered under this Section if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of the Employer Securities not credited to Participants’ ' or Beneficiaries’ ' Accounts necessary to reduce the amount of tendered Employer Securities not credited to Participants’ ' or Beneficiaries’ ' Accounts to the amount so redetermined. A Participant or Beneficiary shall not be limited as to the number of directions to tender or withdraw that he may give to the Responsible Fiduciary. A direction by a Participant or Beneficiary to the Responsible Fiduciary to tender shares of the Employer Securities reflecting his proportional interest in the Employer Securities held in the Trust shall not be considered a written election by him to withdraw, or have distributed, any or all of his withdrawable shares. The Responsible Fiduciary shall credit to each proportional interest of the Participant or Beneficiary from which the tendered shares were taken the proceeds received by the Responsible Fiduciary in exchange for the shares of Employer Securities tendered from that interest. The Responsible Fiduciary will comply with the provisions of this paragraph (dSection 10.04(d) unless he or she determines that it is imprudent to do so, in which case he or she will carry out the provisions of this Section in a manner which complies with his or her fiduciary responsibilities under applicable law.