Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Parent Common Shares (an "Offer") is proposed by the Parent or is proposed to the Parent or its shareholders and is recommended by the Board of Directors of the Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of the Parent, the Parent will use its best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, the Parent will use its best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against the Corporation (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer).
Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RVI Common Stock (an “Offer”) is proposed by RVI or is proposed to RVI or its shareholders and is recommended by the Board of Directors of RVI, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of RVI, RVI shall, in good faith, take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an equivalent basis as the holders of shares of RVI Common Stock, without discrimination, including, without limiting the generality of the foregoing, RVI will use its good faith efforts expeditiously to (and shall, in the case of a transaction proposed by RVI or where RVI is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against RVI Sub (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer).
Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, takeover bid or similar transaction with respect to Parent Common Stock (each, an "Offer") is proposed by the Parent or is proposed to the Parent or its shareholders and recommended by the Parent Board of Directors, or is otherwise effected or to be effected with the consent or approval of the Parent Board of Directors, the Parent will expeditiously and in good faith use its best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of Parent Common Stock, without discrimination. Without limiting the generality of the foregoing, the Parent will use its best efforts to ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against the Corporation (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer).
Tender Offers, Etc. In the event that a take-over bid or similar transaction with respect to USCo Common Stock (a “Bid”) is proposed by USCo or is proposed to USCo or the holders of USCo Common Stock, and is recommended by the board of directors of USCo or the Board of Directors of AcquisitionCo, as applicable, or is otherwise effected or to be effected with the consent or approval of the board of directors of USCo or the Board of Directors of AcquisitionCo, as applicable, USCo or AcquisitionCo or both shall, in good faith, use reasonable efforts to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Bid to the same extent and on an economically equivalent basis as the holders of USCo Common Stock, without discrimination, including, without limiting the generality of the foregoing, USCo or AcquisitionCo or both will use its good faith efforts expeditiously to (and shall, in the case of a transaction proposed by USCo or AcquisitionCo or both or where USCo or AcquisitionCo or both is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in all such Bids without being required to retract Exchangeable Shares as against AcquisitionCo (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Bid and only to the extent necessary to tender or deposit to the Bid).
Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Parent Common Stock (an "Offer") is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the board of directors of Parent, or is otherwise effected or to be effected with the consent or approval of the board of directors of Parent, and the Exchangeable Shares are not redeemed by the Company or purchased by Subco pursuant to the Redemption Call Right, Parent will use its reasonable efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an equivalent basis as the holders of shares of Parent Common Stock, without discrimination. Without limiting the generality of the foregoing, Parent will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against the Company (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect or limit the rights of the Company to redeem or Subco to purchase pursuant to the Redemption Call Right, Exchangeable Shares, as applicable, in the event of an Offer or an Automatic Redemption Date.
Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or other transaction or series of related transactions (including any reconstruction, reorganization, merger or consolidation) affecting BEI Shares (an "OFFER") is proposed by BEI or is proposed to BEI or its shareholders and is recommended by the Board of Directors of BEI, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of BEI, and any Exchangeable Shares are not redeemed by Exchangeco or purchased by BEI as contemplated by and in compliance with the Share Provisions, then BEI will use its reasonable efforts expeditiously and in good faith to take all such actions and do all such things as are reasonably necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of BEI Shares, without discrimination. Without limiting the generality of the foregoing, BEI will use its reasonable efforts expeditiously and in good faith (in the case of a transaction by BEI or where BEI is a participant in the negotiation thereof) to ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract the Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco under the Share Provisions to redeem (or BEI to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, in the event of a BEI Control Transaction. In the event that BEI effects a merger for the sole purpose of changing its jurisdiction of incorporation, then the obligation to the holders of Exchangeable Shares shall be deemed satisfied if the successor corporation agrees to assume the obligations of BEI hereunder.
Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to OSI Common Stock (an "Offer") is proposed by OSI or is proposed to OSI or its shareholders and is recommended by the Board of Directors of OSI, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of OSI, and the Exchangeable Shares are not redeemed by PTI Holdco or purchased by OSI or OSI ULC pursuant to the Redemption Call Right, OSI shall, expeditiously and in good faith, take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an equivalent basis as the holders of shares of OSI Common Stock, without discrimination, including, without limiting the generality of the foregoing, OSI will use its good faith efforts expeditiously to (and shall, in the case of a transaction proposed by OSI or where OSI is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against PTI Holdco (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer).
Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Marathon Shares (a “Bid”) is proposed by Marathon or is proposed to Marathon or the holders of Marathon Shares, and is recommended by the Marathon board of directors or is otherwise effected or to be effected with the consent or approval of the Marathon board of directors, as applicable, Marathon or AcquisitionCo or both shall, in good faith, use reasonable efforts to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Bid to the same extent and on an economically equivalent basis as the holders of Marathon Shares, without discrimination, including, without limiting the generality of the foregoing, Marathon or AcquisitionCo or both will use its good faith efforts expeditiously to (and shall, in the case of a transaction proposed by Marathon or AcquisitionCo or both or where Marathon or AcquisitionCo or both is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in such Bid without being required to retract Exchangeable Shares as against AcquisitionCo (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Bid and only to the extent necessary to tender or deposit to the Bid).
Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Xxxxxxx USA Common Stock (an "Offer") is proposed by Xxxxxxx USA or is proposed to Xxxxxxx USA or its shareholders and is recommended by the Board of Directors of Xxxxxxx USA, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Xxxxxxx USA, Xxxxxxx USA shall, in good faith, take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an equivalent basis as the holders of shares of Xxxxxxx USA Common Stock, without discrimination, including, without limiting the generality of the foregoing, Xxxxxxx USA will use its good faith efforts expeditiously to (and shall, in the case of a transaction proposed by Xxxxxxx USA or where Xxxxxxx USA is a participant in the negotiation thereof) ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against Xxxxxxx Canada (or, if so required, to ensure that any such retraction shall be effective only on, and shall be conditional on, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer).
Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction (which for this purpose is deemed to include the sale of Parent’s business) with respect to Parent Shares (an “Offer”) is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the Board of Directors of Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Parent, while any Exchangeable Shares, other than those that are held by Parent or its Subsidiaries, are outstanding, Parent shall use all commercially reasonable efforts in good faith to take all such actions and do all such things as are necessary and reasonably within its power to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Shares, without discrimination. Parent may discharge this obligation by using its best efforts to ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against the Corporation, or ensuring that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer.
