Common use of Tender Offers Clause in Contracts

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Shares (an "Offer") is proposed by MEC or is proposed to MEC or its shareholders and is recommended by the Board of Directors of MEC, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MEC, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant to the Redemption Call Right, MEC 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 economically equivalent basis as the holders of MEC Class A Shares, without discrimination. Without limiting the generality of the foregoing, MEC 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 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 to redeem (or MEC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Lululemon Common Shares (an "“Offer"”) is proposed by MEC Lululemon or is proposed to MEC Lululemon or its shareholders and is recommended by the Board board of Directors directors of MECLululemon, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECLululemon, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Callco pursuant to the Redemption Call Right, MEC Lululemon 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 (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent and or on an economically equivalent basis as the holders of MEC Class A Lululemon Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC Lululemon will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract 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 such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco to redeem (or MEC Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a Lululemon Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Parent Common Shares (an "Offer") is proposed by MEC Parent or is proposed to MEC Parent or its shareholders and is recommended by the Board of Directors of MECParent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECParent, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant to NovaScotiaco as contemplated by and in compliance with the Redemption Call RightShare Provisions, MEC 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 the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC Parent will use its reasonable efforts expeditiously and in good faith (and shall, in the case of a transaction by Parent or where Parent is a participant in the negotiation thereof) to ensure that holders of the 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 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 MEC NovaScotiaco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of an MEC a Parent Control Transaction.

Tender Offers. In the event that a tender cash offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Shares US Gold Common Stock (an "Offer") is proposed by MEC US Gold or is proposed to MEC US Gold or its shareholders and is recommended by the Board board of Directors directors of MECUS Gold, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Callco pursuant to the Redemption Call Right, MEC US Gold and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its reasonable efforts control) 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 MEC Class A Sharesshares of US Gold Common Stock, without discrimination. Without limiting the generality of the foregoing, MEC US Gold and Exchangeco will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract Exchangeable Shares as against 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 right of Exchangeco to redeem (redeem, or MEC US Gold or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an MEC a US Gold Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A LoJack Common Shares (an "“Offer"”) is proposed by MEC LoJack or is proposed to MEC LoJack or its shareholders and is recommended by the Board board of Directors directors of MECLoJack, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECLoJack, and the Exchangeable Shares are not redeemed by LoJack Exchangeco or purchased by MEC LoJack Callco pursuant to the Redemption Call Right, MEC LoJack 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 (other than LoJack and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A LoJack Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC LoJack will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract Exchangeable Shares as against LoJack 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 LoJack Exchangeco to redeem (or MEC LoJack Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a LoJack Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Newmont Shares (an "“Offer"”) is proposed by MEC Newmont or is proposed to MEC Newmont or its shareholders and is recommended by the Board of Directors of MECNewmont, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECNewmont, and the Exchangeable Shares are not redeemed by New Exchangeco or purchased by MEC Callco or Newmont pursuant to the Redemption Call Right, MEC Newmont 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 Newmont and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Newmont Shares, without discrimination. Without limiting the generality of the foregoing, MEC Newmont will use its reasonable efforts expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract Exchangeable Shares as against New 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 New Exchangeco to redeem (or MEC Callco or Newmont to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a Newmont Control Transaction.

Tender Offers. In the event that a tender cash offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Shares US Gold Common Stock (an "“Offer"”) is proposed by MEC US Gold or is proposed to MEC US Gold or its shareholders and is recommended by the Board board of Directors directors of MECUS Gold, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant US Gold will use reasonable efforts (to the Redemption Call Rightextent, MEC will use in the case of an Offer by a third party, within its reasonable efforts control) 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 MEC Class A Sharesshares of US Gold Common Stock, without discrimination. Without limiting the generality of the foregoing, MEC US Gold will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract Exchangeable Shares as against Exchangeco Canadian Exchange Co. (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 right of Exchangeco Canadian Exchange Co. to redeem (redeem, or MEC US Gold or Alberta ULC to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, in the event of an MEC Control Transaction.

Tender Offers. In the event that a tender cash offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Shares Paid US Common Stock or Paid US Preferred Stock (an "“Offer"”) is proposed by MEC Paid or is proposed to MEC Paid or its shareholders security holders and is recommended by the Board board of Directors directors of MECPaid, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECPaid, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Amalco pursuant to the Redemption Call Right, MEC Paid and Amalco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its reasonable efforts control) 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 MEC Class A SharesPaid US Common Stock or Paid US Preferred Stock, without discrimination. Without limiting the generality of the foregoing, MEC Paid and Amalco will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract Exchangeable Shares as against Exchangeco Amalco (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 right of Exchangeco Amalco to redeem (redeem, or MEC Paid to purchase pursuant to the Liquidation Call Right, Call Right, or Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an MEC Control a Paid Liquidity Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Goldstrike Shares (an "Offer") is proposed by MEC Goldstrike or is proposed to MEC Goldstrike or its shareholders and is recommended by the Board of Directors of MECGoldstrike, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECGoldstrike, and the Exchangeable Shares are not redeemed by Exchangeco the Corporation or purchased by MEC Callco pursuant to the Redemption Call Right, MEC Goldstrike 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 (other than Goldstrike and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Goldstrike Shares, without discrimination. Without limiting the generality of the foregoing, MEC Goldstrike will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract 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 such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco the Corporation to redeem (or MEC Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a Goldstrike Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-take- over bid or similar transaction with respect to MEC Class A NPS Common Shares (an "Offer") is proposed by MEC NPS or is proposed to MEC NPS or its shareholders and is recommended by the Board of Directors of MECNPS, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECNPS, and the Exchangeable Shares are not redeemed by Exchangeco NPS - Allelix Inc. or purchased by MEC NPS Holdings pursuant to the Redemption Call Right, MEC NPS 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 (other than NPS and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A NPS Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC NPS will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract Exchangeable Shares as against Exchangeco NPS - Allelix Inc. (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 Exchangeco NPS - Allelix Inc. to redeem (or MEC NPS Holdings to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an MEC a NPS Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A WACI Common Shares (an "Offer") is proposed by MEC WACI or is proposed to MEC WACI or its shareholders and is recommended by the Board of Directors of MECWACI, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of MECWACI, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC pursuant to WACI as contemplated by and in compliance with the Redemption Call RightShare Provisions, MEC then WACI 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 the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A WACI Common Shares, without discrimination. Without limiting the generality of the foregoing, MEC WACI will use its reasonable efforts expeditiously and in good faith (in the case of a transaction by WACI or where WACI is a participant in the negotiation thereof) to ensure that holders of the 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 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 MEC WACI to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of an MEC a WACI Control Transaction.

Tender Offers. In the event that a tender cash offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Shares US Gold Common Stock (an "“Offer"”) is proposed by MEC US Gold or is proposed to MEC US Gold or its shareholders and is recommended by the Board board of Directors directors of MECUS Gold, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by MEC Callco pursuant to the Redemption Call Right, MEC US Gold and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its reasonable efforts control) 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 MEC Class A Sharesshares of US Gold Common Stock, without discrimination. Without limiting the generality of the foregoing, MEC US Gold and Exchangeco will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in all each such Offers Offer without being required to retract Exchangeable Shares as against 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 right of Exchangeco to redeem (redeem, or MEC US Gold or Callco to purchase pursuant to the Redemption Call Right) , Exchangeable Shares, as applicable, Shares in the event of an MEC a US Gold Control Transaction.

Tender Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to MEC Class A Polar US Shares (an "“Offer"”) is proposed by MEC Polar US or is proposed to MEC Polar US or its shareholders and is recommended by the Board board of Directors directors of MECPolar US, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of MECPolar US, and the Class A Exchangeable Shares are not redeemed by Exchangeco New Polar or purchased by MEC Callco pursuant to the Redemption Call Right, MEC Polar US will use its commercially 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 Class A Exchangeable Shares (other than Polar US and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of MEC Class A Polar US Shares, without discrimination. Without limiting the generality of the foregoing, MEC Polar US will use its commercially reasonable efforts expeditiously and in good faith to ensure that holders of Class A Exchangeable Shares may participate in all such Offers without being required to retract Class A Exchangeable Shares as against Exchangeco New Polar (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 New Polar to redeem (or MEC Callco to purchase pursuant to the Redemption Call Right) Class A Exchangeable Shares, as applicable, in the event of an MEC a Polar US Control Transaction.