Common use of Tender Offers Clause in Contracts

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Shares (an “Offer”) is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by CallCo pursuant to the Redemption Call Right, Acquiror 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 Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such 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 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 CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Shares (an “Offer”"OFFER") is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo Canco or purchased by CallCo Callco pursuant to the Redemption Call Right, Acquiror 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 Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against ExchangeCo Canco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of ExchangeCo Canco to redeem (or CallCo Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror Parent and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-take over bid or similar transaction with respect to Acquiror Parent Shares (an “Offer”) is proposed by Acquiror Parent or is proposed to Acquiror Parent or its shareholders and is recommended by the Board of Directors of AcquirorParent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirorParent, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by CallCo pursuant to the Redemption Call Right, Acquiror Parent 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 Exchangeable Shares (other than Acquiror Parent and its Affiliates) to participate in such Offer to the same extent as, and on an a basis that is equivalent (economically equivalent and otherwise) to the basis as on which, the holders of Acquiror SharesParent Shares participate, without discrimination, it being understood that if such equivalent participation cannot be achieved, the Exchangeable Shares shall be redeemed by Purchaser (as set forth in clause (b) of the definition of “Redemption Date”) or purchased by Canco pursuant to the Redemption Call Right. Without limiting the generality of the foregoing, Acquiror Parent will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against ExchangeCo Purchaser (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect limit the rights of ExchangeCo Purchaser to redeem (or CallCo Canco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Control Transactionas described above.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Shares FCE Common Stock (an “"Offer”") is proposed by Acquiror FCE or is proposed to Acquiror FCE or its shareholders and is recommended by the Board of Directors of AcquirorFCE, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirorFCE, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by CallCo Callco pursuant to the Redemption Call Right, Acquiror will use its reasonable best efforts expeditiously and FCE shall in good faith to take all such actions and do all such things as are necessary or desirable and in its power to enable and permit holders of Exchangeable Shares (other than Acquiror FCE and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror SharesFCE Common Stock, without discrimination. Without limiting the generality of the foregoing, Acquiror FCE will use its reasonable best good faith efforts expeditiously to (and in good faith to the case of a transaction proposed by FCE or where it is a participant in the negotiation thereof it will) ensure that holders of Exchangeable Shares may participate in each such 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 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 CallCo Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror a FCE Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to RTO Acquiror Shares (an “Offer”) is proposed by RTO Acquiror or is proposed to RTO Acquiror or its shareholders and is recommended by the Board of Directors of RTO Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of RTO Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo Canco or purchased by CallCo RTO Acquiror or Callco pursuant to the Redemption Call Right, RTO Acquiror will use its reasonable best efforts shall 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 RTO Acquiror and its Affiliatesaffiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of RTO Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, RTO Acquiror will use its reasonable best efforts shall expeditiously and in good faith take all such actions and do all such things as are necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against ExchangeCo Canco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of ExchangeCo Canco to redeem (or CallCo RTO Acquiror or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an RTO Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Shares for the purpose of acquiring shares of LCE Stock (an “Offer”"OFFER") is proposed by Acquiror LCE or is proposed to Acquiror LCE or its shareholders stockholders and is recommended by the Board board of Directors directors of AcquirorLCE, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of AcquirorLCE, and the Exchangeable Shares are not redeemed by ExchangeCo the Corporation or purchased by CallCo Callco ULC or Callco LLC pursuant to the Redemption Call Right, Acquiror LCE will use its reasonable best 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 Acquiror and its Affiliatesholders of Nullified Shares) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Sharesshares of LCE Stock, without discrimination. Without limiting the generality of the foregoing, Acquiror LCE will use its reasonable best efforts expeditiously and in good faith to ensure that permit holders of Exchangeable Shares may to participate in each such 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 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 CallCo Callco ULC or Callco LLC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror LCE Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “Offer”) is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by CallCo Callco pursuant to the Redemption Call Right, Acquiror 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 Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer 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 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 CallCo Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror ParentCo Common Shares (an “Offer”"OFFER") is proposed by Acquiror ParentCo or is proposed to Acquiror ParentCo or its shareholders and is recommended by the Board board of Directors directors of AcquirorParentCo, or is otherwise effected or to be effected with the consent or approval of the Board board of Directors directors of AcquirorParentCo, and the LuxCo Exchangeable Preferred Shares are not redeemed by ExchangeCo LuxCo or purchased by CallCo ParentCo pursuant to the Redemption Call Right, Acquiror ParentCo 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 LuxCo Exchangeable Preferred Shares (other than Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror ParentCo Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror ParentCo will use its reasonable best efforts expeditiously and in good faith to ensure that holders of LuxCo Exchangeable Preferred Shares may participate in each such Offer without being required to retract LuxCo Exchangeable Preferred Shares as against ExchangeCo LuxCo (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of ExchangeCo LuxCo to redeem (or CallCo ParentCo to purchase pursuant to the Redemption Call Right) LuxCo Exchangeable Preferred Shares, as applicable, in the event of an Acquiror a ParentCo Control Transaction.

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

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror Acquirer and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Acquirer Shares (an “"Offer”") is proposed by Acquiror Acquirer or is proposed to Acquiror Acquirer or its shareholders and is recommended by the Board of Directors of AcquirorAcquirer, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirorAcquirer, and the Exchangeable Shares are not redeemed by ExchangeCo Canco or purchased by CallCo Callco pursuant to the Redemption Call Right, Acquiror Acquirer 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 Exchangeable Shares (other than Acquiror Acquirer and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Acquirer Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror Acquirer will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against ExchangeCo Canco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of ExchangeCo Canco to redeem (or CallCo Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Acquirer Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Shares (an “Offer”) is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo the Corporation or purchased by CallCo Callco pursuant to the Redemption Call Right, Acquiror 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 Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract 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 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 the Corporation (or CallCo Callco to purchase pursuant to the Redemption Call Right) to redeem Exchangeable Shares, as applicable, Shares in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Common Shares (an “"Offer”") is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by CallCo Callco pursuant to the Redemption Call Right, Acquiror 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 Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer offer to the same extent and on an economically equivalent basis as the holders of Acquiror Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer 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 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 CallCo Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Newmont Shares (an “Offer”"OFFER") is proposed by Acquiror Newmont or is proposed to Acquiror Newmont or its shareholders and is recommended by the Board of Directors of AcquirorNewmont, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirorNewmont, and the Exchangeable Shares are not redeemed by ExchangeCo Acquisitionco or purchased by CallCo Callco or Newmont pursuant to the Redemption Call Right, Acquiror Newmont will use its reasonable best 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 Acquiror Newmont and its Affiliatesaffiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Newmont Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror Newmont will use its reasonable best 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 each such Offer without being required to retract Exchangeable Shares as against ExchangeCo Acquisitionco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of ExchangeCo Acquisitionco to redeem (or CallCo Callco or Newmont to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror a Newmont Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in In the event that a tender offer, share exchange offer, issuer bid, take-take- over bid or similar transaction with respect to Acquiror InfoSpace Common Shares (an “"Offer”") is proposed by Acquiror InfoSpace or is proposed to Acquiror InfoSpace or its ----- shareholders and is recommended by the Board of Directors of AcquirorInfoSpace, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of AcquirorInfoSpace, and the Locus Exchangeable Shares are not redeemed by ExchangeCo Locus Holdings or purchased by CallCo pursuant to InfoSpace Nova Scotia as contemplated by and in compliance with the Redemption Call RightShare Provisions, Acquiror InfoSpace 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 Locus Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror InfoSpace Common Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror InfoSpace will use its reasonable best efforts expeditiously and in good faith (and shall, in the case of a transaction by InfoSpace or where InfoSpace is a participant in the negotiation thereof) to ensure that holders of Locus Exchangeable Shares may participate in each all such Offer Offers without being required to retract Locus Exchangeable Shares as against ExchangeCo Locus Holdings (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of ExchangeCo Locus Holdings under the Share Provisions to redeem (or CallCo InfoSpace Nova Scotia to purchase pursuant to the Redemption Call Right) Locus Exchangeable Shares, as applicable, in the event of an Acquiror InfoSpace Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Shares (an “Offer”) is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by CallCo pursuant to the Redemption Call RightCorporation, Acquiror 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 Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract 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 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 CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, Shares in the event of an Acquiror Control Transaction.

Tender Offers. For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Acquiror Shares (an “"Offer”") is proposed by Acquiror or is proposed to Acquiror or its shareholders and is recommended by the Board of Directors of Acquiror, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Acquiror, and the Exchangeable Shares are not redeemed by ExchangeCo or purchased by CallCo pursuant to the Redemption Call Right, Acquiror 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 Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Acquiror Shares, without discrimination. Without limiting the generality of the foregoing, Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such 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 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 CallCo to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of an Acquiror Control Transaction.