Common use of Tender Offers, Etc Clause in Contracts

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 other similar transaction or series of related transactions (including any reconstruction, reorganization, merger or consolidation) affecting BEI with respect to TSA Class A Common Shares (an "OFFEROffer") is proposed by BEI TSA or is proposed to BEI TSA or its shareholders and is recommended by the Board board of Directors directors of BEITSA, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of BEI, TSA and any the Exchangeable Shares are not redeemed by TSA Exchangeco or purchased by BEI as contemplated by and in compliance with TSA Holdco (or TSA) pursuant to the Share ProvisionsRedemption Call Right or Automatic Exchange Rights, then BEI TSA 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 other than TSA and its Affiliates to participate in such Offer to the same extent and on an economically equivalent basis as the holders of BEI TSA Class A Common Shares, without discrimination. Without limiting the generality of the foregoing, BEI TSA 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 each such Offers Offer without being required to retract the Exchangeable Shares as against TSA Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of the such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of TSA Exchangeco under the Share Provisions to redeem (or BEI TSA Holdco or TSA to purchase pursuant to the Redemption Call RightRight or Automatic Exchange Rights) the Exchangeable Shares, as applicable, in the event of a BEI TSA 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 other similar transaction or series of related transactions (including any reconstruction, reorganization, merger or consolidation) affecting BEI with respect to ParentCo Common Shares (an "OFFEROffer") is proposed by BEI ParentCo or is proposed to BEI ParentCo or its shareholders and is recommended by the Board of Directors of BEIParentCo, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of BEIParentCo, and any Exchangeable Shares are not redeemed by Exchangeco or purchased by BEI as contemplated by and in compliance with the Share ProvisionsParentCo shall, then BEI will use its reasonable efforts expeditiously and in good faith to faith, 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 ParentCo Common Shares, without discrimination. Without , including, without limiting the generality of the foregoing, BEI ParentCo will use its reasonable good faith efforts expeditiously to (and in good faith (shall, in the case of a transaction proposed by BEI ParentCo or where BEI ParentCo 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 the Corporation (or, if so required, to ensure that any such retraction, 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 If, on the rights happening of Exchangeco under the Share Provisions such event, a holder is required to redeem (retract or BEI to purchase pursuant to the Redemption Call Right) the exchange his or her Exchangeable Shares, such requirement shall be conditional on ParentCo releasing the holders from the LockUp Agreement, as defined in the event of a BEI Control Transaction. In Acquisition Agreement, and on the event that BEI effects a merger for holders being in the sole purpose of changing its jurisdiction of incorporation, then the obligation same position with respect to the holders sale of ParentCo Common Shares or stock issued in substitution therefor after the retraction or exchange of Exchangeable Shares shall be deemed satisfied if the successor corporation agrees to assume the obligations as all other holders of BEI hereunderCommon Stock of ParentCo or such substituted stock.

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 Quanta Shares (an "OFFER"“Offer”) is proposed by BEI Quanta or is proposed to BEI Quanta or its shareholders and is recommended by the Board board of Directors directors of BEIQuanta, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of BEIQuanta, and any Exchangeable Shares are not redeemed by Exchangeco or purchased by BEI Callco pursuant to the Redemption Call Right as contemplated by and in compliance with the Share Provisions, then BEI Quanta 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 Quanta Shares, without discrimination. Without limiting the generality of the foregoing, BEI Quanta will use its reasonable efforts expeditiously and in good faith (in the case of a transaction by BEI Quanta or where BEI Quanta 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 Callco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, in the event of a BEI Quanta 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.