Common use of Tender Offers, Etc Clause in Contracts

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).

Appears in 1 contract

Samples: Combination Agreement (Electronic Retailing Systems International Inc)

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Tender Offers, Etc. In the event that a tender cash offer, share exchange offer, issuer bid, takeover take-over bid or similar transaction with respect to Parent Common Stock Shares (each, an a "Tender Offer") is proposed by the Parent or is proposed to the Parent or its shareholders and is 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 use reasonable efforts (to the extent, in the case of a Tender Offer by a third party, within its control) 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 Tender Offer to the same extent and on an economically equivalent basis as the holders of shares of Parent Common StockShares, without discrimination. Without limiting , provided that if the generality of the foregoing, the Parent will use its best efforts to ensure that holders of Exchangeable Shares may wish to participate in all any such Offers without being required to Tender Offer such holder shall retract Exchangeable Shares as against the Corporation (or, if so required, to ensure that any such Company. Such retraction shall be effective only upon, conditional upon and shall be conditional uponoccur simultaneously with, the closing of the Offer and only to the extent necessary to tender or deposit to the such Tender Offer).

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Cr Resorts Capital S De R L De C V)

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, takeover take-over 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 stockholders and is recommended by the Parent Board of DirectorsDirectors of Parent, or is otherwise effected or to be effected with the consent or approval of the Parent Board of DirectorsDirectors of Parent, the Parent will use all commercially reasonable efforts 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 all commercially 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 Corporation Acquisition 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).

Appears in 1 contract

Samples: Parent Support Agreement (Cubist Pharmaceuticals Inc)

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, takeover take-over bid or similar transaction with respect to Parent Common Stock Shares (each, an "Offer") is proposed by the Parent or is proposed to the Parent or its shareholders stockholders and is recommended by the Parent Board of DirectorsDirectors of Parent, or is otherwise effected or to be effected with the consent or approval of the Parent Board of DirectorsDirectors of Parent, the Parent will use all commercially reasonable efforts 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 StockShares, without discrimination. Without limiting the generality of the foregoing, the Parent will use its best all commercially 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 Corporation Acquisition 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).

Appears in 1 contract

Samples: Parent Support Agreement (Broadcom Corp)

Tender Offers, Etc. In the event that If a tender offer, share exchange offer, issuer bid, takeover take-over bid or similar transaction with respect to Parent Common Stock Shares (each, an "Offer") is proposed by the Parent or is proposed to the Parent or its shareholders and is recommended by the Parent Board of DirectorsDirectors of the Parent, or is otherwise effected or to be effected with the consent or approval of the Parent Board of DirectorsDirectors of the Parent, the Parent will use its best efforts 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 StockShares, 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).

Appears in 1 contract

Samples: Support Agreement (Caldera Corp /Fl/)

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Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, takeover take-over bid or similar transaction with respect to Parent Common Stock (each, an and "Offer") is proposed by the Parent or is proposed to the Parent or its shareholders and is recommended by the Parent Board of DirectorsDirectors of the Parent, or is otherwise effected or to be be, effected with the consent or approval of the Parent Board of DirectorsDirectors of the Parent, the Parent will expeditiously and use commercially reasonable efforts 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 commercially 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 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).

Appears in 1 contract

Samples: Support Agreement (Total Control Products Inc)

Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, takeover take-over bid or similar transaction with respect to Parent PASW Common Stock Shares (each, an "Offer") is proposed by the Parent or is proposed to the Parent or its shareholders and is recommended by the Parent Board of DirectorsDirectors of the Parent, or is otherwise effected or to be effected with the consent or approval of the Parent Board of DirectorsDirectors of the Parent, the Parent will expeditiously and shall use all commercially reasonable efforts 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 PASW Common StockShares, without discrimination. Without limiting the generality of the foregoing, the Parent will use its best all commercially reasonable efforts 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).

Appears in 1 contract

Samples: Support Agreement (Pasw Inc)

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