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 Parent Common 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, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by and in compliance with the Share Provisions, 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 Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, 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, 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 NovaScotiaco to purchase pursuant to the Redemption Right) the Exchangeable Shares, as applicable, in the event of 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 Parent US Gold Common Shares Stock (an "Offer") is proposed by Parent US Gold or is proposed to Parent US Gold or its shareholders and is recommended by the Board board of Directors directors of ParentUS Gold, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by Callco pursuant to the Redemption Call Right, US Gold and in compliance with the Share Provisions, Parent 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 the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent shares of US Gold Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Parent US Gold and Exchangeco will use its reasonable best 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 each such Offers Offer 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 such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights right of Exchangeco under the Share Provisions to redeem (redeem, or NovaScotiaco US Gold or Callco to purchase pursuant to the Redemption Call Right) the , Exchangeable Shares, as applicable, Shares in the event of a Parent 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 Parent Lululemon Common Shares (an "“Offer"”) is proposed by Parent Lululemon or is proposed to Parent Lululemon or its shareholders and is recommended by the Board board of Directors directors of ParentLululemon, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentLululemon, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by and in compliance with Callco pursuant to the Share ProvisionsRedemption Call Right, Parent 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 the 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 Parent Lululemon Common Shares, without discrimination. Without limiting the generality of the foregoing, Parent Lululemon 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 each such Offers Offer 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 such 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 NovaScotiaco Callco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent 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 Parent Common MEC Class A Shares (an "Offer") is proposed by Parent MEC or is proposed to Parent MEC or its shareholders and is recommended by the Board of Directors of ParentMEC, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentMEC, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by and in compliance with MEC pursuant to the Share ProvisionsRedemption Call Right, Parent 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 the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common MEC Class A Shares, without discrimination. Without limiting the generality of the foregoing, Parent MEC 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 NovaScotiaco MEC to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent 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 Parent Delaware Common Shares Stock (an "“Offer"”) is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the Board board of Directors directors of Parent, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of Parent, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by NovaScotiaco as contemplated by and in compliance with CallCo pursuant to the Share ProvisionsRedemption Call Right, Parent and ExchangeCo 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 the Exchangeable Shares (other than Parent and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Delaware Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Parent and ExchangeCo will use its commercially 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 each such Offers Offer without being required to retract the Exchangeable Shares as against Exchangeco 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 in this Agreement shall affect the rights of Exchangeco under the Share Provisions ExchangeCo to redeem (redeem, or NovaScotiaco CallCo to purchase pursuant to the Redemption Call Right) the , Exchangeable Shares, as applicable, Shares in the event of a Parent 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 Parent Common Akerna Shares (an "“Offer"”) is proposed by Parent Akerna or is proposed to Parent Akerna or its shareholders and is recommended by the Board board of Directors directors of ParentAkerna, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentAkerna, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by Akerna or Callco pursuant to the Redemption Call Right, Akerna and in compliance with the Share Provisions, Parent Exchangeco 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 (other than Akerna and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common Akerna Shares, without discrimination. Without limiting the generality of the foregoing, Parent Akerna and Exchangeco 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 each such Offers Offer 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 such 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 (redeem, or NovaScotiaco Akerna or Callco to purchase pursuant to the Redemption Call Right) the , Exchangeable Shares, as applicable, Shares in the event of a Parent an Akerna Control Transaction.

Tender Offers. In the event that a (a) For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Coors and its Affiliates): (i) No tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Parent Coors Class A Common Shares Stock or Coors Class B Common Stock (an "Offer") is will be proposed by Parent or is proposed to Parent or its shareholders and is recommended by Coors or the Board of Directors of Parent, Coors or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Parent, and Coors unless the holders of Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by (other than Coors and in compliance with the Share Provisions, 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 Affiliates) participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Coors Class A Common SharesStock and Coors Class B Common Stock, without discrimination. Without limiting the generality of the foregoing, Parent except in order to permit the Board of Directors of Coors to fulfill its fiduciary duties under applicable law, neither Coors nor the Board of Directors of Coors will approve or recommend any Offer or take any action in furtherance of an Offer unless the holders of Exchangeable Shares may participate in such Offer without being required to retract Exchangeable Shares as against Exchangeco. (ii) In the case of an Offer or an Exclusionary Offer, Coors will use its commercially reasonable efforts expeditiously and in good faith (and shall, to put in place procedures or to cause the case of a transaction by Parent or where Parent is a participant Transfer Agent to put in the negotiation thereof) place procedures to ensure that holders of the Corresponding Exchangeable Shares may participate in all each such Offers Offer without being required to retract the Corresponding Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and retraction shall be conditional upon, upon and shall only be effective if the closing of the Corresponding Coors Common Stock tendered or deposited under such Offer and only to the extent necessary to tender or deposit to the Offeris taken up). Nothing herein shall affect the rights of Exchangeco under the Share Provisions to redeem (or NovaScotiaco to purchase pursuant to the Redemption Right) the Exchangeable Shares, as applicable, in the event of a Parent 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 Parent NPS Common Shares (an "Offer") is proposed by Parent NPS or is proposed to Parent NPS or its shareholders and is recommended by the Board of Directors of ParentNPS, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentNPS, and the Exchangeable Shares are not redeemed by Exchangeco NPS - Allelix Inc. or purchased by NovaScotiaco as contemplated by and in compliance with NPS Holdings pursuant to the Share ProvisionsRedemption Call Right, Parent 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 the 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 Parent NPS Common Shares, without discrimination. Without limiting the generality of the foregoing, Parent NPS 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 each such Offers Offer without being required to retract the Exchangeable Shares as against Exchangeco NPS - Allelix Inc. (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 under the Share Provisions NPS - Allelix Inc. to redeem (or NovaScotiaco NPS Holdings to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent 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 Parent Apta Common Shares (an "Offer") is proposed by Parent Apta or is proposed to Parent Apta or its shareholders and is recommended by the Board of Directors of ParentApta, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentApta, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by and in compliance with the Share Provisions, Parent Apta 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 Parent Apta Common Shares, without discrimination. Without limiting the generality of the foregoing, Parent Apta will use its reasonable efforts expeditiously and in good faith (and shall, in the case of a transaction by Parent Apta or where Parent Apta 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, 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 NovaScotiaco to purchase pursuant to the Redemption Right) the Exchangeable Shares, as applicable, in the event of a Parent Apta 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 Parent Rational Common Shares (an "Offer") is proposed by Parent Rational or is proposed to Parent Rational or its shareholders and is recommended by the Board of Directors of ParentRational, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentRational, and the Exchangeable Shares are not redeemed by Exchangeco Acquisition Sub or purchased by NovaScotiaco as contemplated by and in compliance with Holding ULC pursuant to the Share ProvisionsRedemption Call Right, Parent Rational 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 the Offer to the same extent and on an economically equivalent basis as the holders of Parent Rational Common Shares, without discrimination. Without limiting the generality of the foregoing, Parent Rational 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 Acquisition Sub (or, if so required, to ensure that any such the retraction, shall will be effective only upon, and shall will 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 in this Agreement affects the rights of Exchangeco under the Share Provisions Acquisition Sub to redeem (or NovaScotiaco Holding ULC to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent Rational 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 Parent US Gold Common Shares Stock (an "“Offer"”) is proposed by Parent US Gold or is proposed to Parent US Gold or its shareholders and is recommended by the Board board of Directors directors of ParentUS Gold, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentUS Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by Callco pursuant to the Redemption Call Right, US Gold and in compliance with the Share Provisions, Parent 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 the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent shares of US Gold Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Parent US Gold and Exchangeco will use its reasonable best 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 each such Offers Offer 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 such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights right of Exchangeco under the Share Provisions to redeem (redeem, or NovaScotiaco US Gold or Callco to purchase pursuant to the Redemption Call Right) the , Exchangeable Shares, as applicable, Shares in the event of a Parent 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 Parent Common the Shire Ordinary Shares (an "“Offer"”) is proposed by Parent Shire or is proposed to Parent Shire or its shareholders and is recommended by the Board of Directors of ParentShire, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentShire, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by NovaScotiaco as contemplated by and in compliance with CallCo pursuant to the Share ProvisionsRedemption Call Right, Parent Shire will use its reasonable 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 the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common Shire Ordinary Shares, without discrimination. Without limiting the generality of the foregoing, Parent Shire will use its reasonable best 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 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 ExchangeCo to redeem (or NovaScotiaco CallCo to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent Shire 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 Parent Common Goldstrike Shares (an "Offer") is proposed by Parent Goldstrike or is proposed to Parent Goldstrike or its shareholders and is recommended by the Board of Directors of ParentGoldstrike, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentGoldstrike, and the Exchangeable Shares are not redeemed by Exchangeco the Corporation or purchased by NovaScotiaco as contemplated by and in compliance with Callco pursuant to the Share ProvisionsRedemption Call Right, Parent 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 the 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 Parent Common Goldstrike Shares, without discrimination. Without limiting the generality of the foregoing, Parent Goldstrike 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 each such Offers Offer without being required to retract the Exchangeable Shares as against Exchangeco 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 such 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 Corporation to redeem (or NovaScotiaco Callco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent Goldstrike 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 Parent Merge Common Shares (an "“Offer"” ) is proposed by Parent Merge or is proposed to Parent Merge or its shareholders and is recommended by the Board of Directors of ParentMerge, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentMerge, and the Exchangeable Shares are not redeemed by Exchangeco Matsub or purchased by NovaScotiaco as contemplated by and in compliance with Merge Newco pursuant to the Share ProvisionsRedemption Call Right, Parent Merge 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 (other than Merge and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Merge Common Shares, without discrimination. Without limiting the generality of the foregoing, Parent Merge 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 each such Offers Offer without being required to retract the Exchangeable Shares as against Exchangeco Matsub (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 under the Share Provisions Matsub to redeem (or NovaScotiaco Merge Newco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent Merge 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 Parent Common 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, and the Exchangeable Shares are not redeemed by Exchangeco Mergeco or purchased by NovaScotiaco as contemplated by and in compliance with Parent pursuant to the Share ProvisionsCall Rights, 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 (other than Parent and its Affiliates) 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, 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 each such Offers Offer without being required to retract the Exchangeable Shares as against Exchangeco Mergeco (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 under the Share Provisions Mergeco to redeem (or NovaScotiaco Parent to purchase pursuant to the Redemption RightCall Rights) the Exchangeable Shares, as applicable, in the event of a Parent 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 Parent shares of SMTC Common Shares Stock (each, an "Offer") is proposed by Parent SMTC or is proposed to Parent SMTC or its shareholders and is recommended by the Board board of Directors directors of ParentSMTC, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentSMTC, and the Exchangeable Shares are not redeemed by Exchangeco SMTC Canada or purchased by NovaScotiaco as contemplated by and in compliance with SMTC Nova Scotia pursuant to the Share ProvisionsRedemption Call Right, Parent SMTC will use its reasonable efforts efforts, expeditiously and in good faith 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 Parent shares of SMTC Common SharesStock, without discrimination. Without limiting the generality of the foregoing, Parent SMTC 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 exercise their right to retract the Exchangeable Shares as against Exchangeco SMTC Canada (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 to or deposit to under the Offer). Nothing herein shall affect the rights of Exchangeco under the Share Provisions SMTC Canada to redeem (or NovaScotiaco SMTC Nova Scotia to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent an SMTC 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 Parent Common Vail Shares (an "“Offer"”) is proposed by Parent Vail or is proposed to Parent Vail or its shareholders and is recommended by the Board board of Directors directors of ParentVail, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentVail, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco as contemplated by Vail or Callco pursuant to the Redemption Call Right, Vail and in compliance with the Share Provisions, Parent Exchangeco 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 (other than Vail and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common Vail Shares, without discrimination. Without limiting the generality of the foregoing, Parent Vail and Exchangeco 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 each such Offers Offer 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 such 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 (redeem, or NovaScotiaco Vail or Callco to purchase pursuant to the Redemption Call Right) the , Exchangeable Shares, as applicable, Shares in the event of a Parent Vail 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 Parent Common Polar US Shares (an "“Offer"”) is proposed by Parent Polar US or is proposed to Parent Polar US or its shareholders and is recommended by the Board board of Directors directors of ParentPolar US, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of ParentPolar US, and the Class A Exchangeable Shares are not redeemed by Exchangeco New Polar or purchased by NovaScotiaco as contemplated by and in compliance with Callco pursuant to the Share ProvisionsRedemption Call Right, Parent 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 the 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 Parent Common Polar US Shares, without discrimination. Without limiting the generality of the foregoing, Parent Polar US will use its commercially 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 Class A Exchangeable Shares may participate in all such Offers without being required to retract the Class A Exchangeable Shares as against Exchangeco New Polar (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 New Polar to redeem (or NovaScotiaco Callco to purchase pursuant to the Redemption Call Right) the Class A Exchangeable Shares, as applicable, in the event of a Parent Polar US 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 Parent WACI Common Shares (an "Offer") is proposed by Parent WACI or is proposed to Parent WACI or its shareholders and is recommended by the Board of Directors of ParentWACI, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentWACI, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by NovaScotiaco WACI as contemplated by and in compliance with the Share Provisions, Parent 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 Parent WACI Common Shares, without discrimination. Without limiting the generality of the foregoing, Parent WACI will use its reasonable efforts expeditiously and in good faith (and shall, in the case of a transaction by Parent WACI or where Parent 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, 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 NovaScotiaco WACI to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent WACI 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 Parent Common the Shire Ordinary Shares (an "OfferOFFER") is proposed by Parent Shire or is proposed to Parent Shire or its shareholders and is recommended by the Board of Directors of ParentShire, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of ParentShire, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by NovaScotiaco as contemplated by and in compliance with CallCo pursuant to the Share ProvisionsRedemption Call Right, Parent Shire will use its reasonable 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 the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common Shire Ordinary Shares, without discrimination. Without limiting the generality of the foregoing, Parent Shire will use its reasonable best 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 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 ExchangeCo to redeem (or NovaScotiaco CallCo to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, as applicable, in the event of a Parent Shire Control Transaction.