Matching right Clause Samples
A matching right clause gives a party the opportunity to match any offer that another party receives, typically in the context of selling an asset, shares, or entering into a new agreement. For example, if a shareholder wishes to sell their shares and receives a third-party offer, the matching right allows the other shareholders or the company to purchase the shares on the same terms before the sale proceeds. This clause serves to protect the interests of existing parties by giving them a chance to retain control or ownership and prevents unwanted third parties from entering the arrangement without first offering the opportunity to current stakeholders.
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Matching right. (a) Without limiting clauses 7.2 or 7.3, APD must:
(i) not, and must procure that each of its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third party, APD or both proposes or propose to undertake or give effect to a Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements); and
(ii) procure that no APD Director publicly changes or withdraws his or her recommendation in favour of the Schemes to publicly recommend a Competing Proposal (or publicly recommends against the Scheme), unless:
(iii) the APD Board has determined, acting in good faith and after consultation with its financial adviser, that the Competing Proposal is a Superior Proposal;
(iv) APD has provided Bidder with the material terms and conditions of the Competing Proposal (including price, the identity of the Third Party making the Competing Proposal, form of consideration, proposed deal protection provisions, any break or reimbursement fee, proposed timing and any conditions precedent) and has confirmed that, subject to the operation of this clause 7.5, it intends to enter into an agreement to give effect to the Competing Proposal; and
(v) within five Business Days after the date on which ▇▇▇▇▇▇ receives the information referred to in clause 7.7(a)(iv), Bidder does not provide to APD a counterproposal (Bidder Counterproposal) that the APD Board determines, acting in good faith and after consultation with its financial adviser, would produce an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made.
(b) If Bidder makes a Bidder Counterproposal before the deadline specified in clause 7.7(a)(v), and the APD Board has determined that such Bidder Counterproposal would produce an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made, then:
(i) Bidder and APD must each use reasonable endeavours to agree the transaction documentation required to implement the Bidder Counterproposal as soon as reasonably practicable; and
(ii) subject to such transaction document being so agreed, APD mus...
Matching right. (a) Without limiting clause 11.1, 11.2, 11.4 or 11.5 during the Exclusivity Period, Target:
(1) must not, and must procure that each of its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a one or more of a Third Party, Target or any Related Body Corporate of Target or any combination of the foregoing, proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and
(2) must procure that none of its directors change their recommendation in favour of the Scheme, publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Transaction), including support or endorsement by way of accepting or voting, or by way of stating an intention to accept or vote, in respect of any Director Target Shares, or make any public statement to the effect that they may do so at a future point, unless:
(3) the Target Board acting in good faith and in order to satisfy what the Target Board Members consider to be their statutory or fiduciary duties (having received written legal advice from its external legal advisers) determines that the Competing Proposal is a Superior Proposal;
(4) Target has provided Bidder with the material terms and conditions of the actual, proposed or potential Competing Proposal (including price and form of consideration, conditions precedent, proposed deal protection arrangements to the extent those are not the same or substantially similar in effect as set out in this deed, timetable, break fee and identity of the Third Party making the proposal) (in each case, to the extent known by Target, any of its Related Bodies Corporate or any of their Related Persons) and the identity of the Third Party making the actual, proposed or potential Competing Proposal;
(5) Target has given Bidder at least five Business Days after the date of the receipt of the information referred to in clause 11.6(a)(4) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and
(6) Bidder has not announced or otherwise formally proposed to Target a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the five Business Days period in clause 11.6(a)(5).
(b) If Bidder proposes to Target, or announces, amendments to the Scheme or a new proposal that constitute a matching or superior proposal ...
Matching right. (a) During the Exclusivity Period, QTMB:
(i) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third party or QTMB proposes to undertake or give effect to a Competing Transaction; and
(ii) must use its best endeavours to procure that none of its directors change their recommendation in favour of the Demutualisation and the Scheme to publicly recommend a Competing Transaction, unless:
(iii) the QTMB Board acting in good faith determines that the Competing Transaction would or would likely to be a Superior Proposal;
(iv) QTMB has provided RACQ with the material terms and conditions of the Competing Transaction, including price and the identity of the party making the proposal; and
(v) QTMB has given RACQ at least ten Business Days after the provision of the information referred to in clause 10.7(a)(iv) to provide a matching or superior proposal (Matching Offer) to the terms of the Competing Transaction.
(b) This clause 10.7 has repeating applications so that if any further proposal which constitutes a Competing Transaction is made after RACQ has made a Matching Offer, QTMB must comply with clauses 10.7(a)(i) and (ii) of this clause in respect of any new Competing Transaction, unless clauses 10.7(a)(iii) to (v) (inclusive) apply.
(c) The QTMB Board must consider the Matching Offer and if it determines, acting in good faith, that the Matching Offer would provide an outcome that is more favourable to QTMB Members than the relevant Competing Transaction, QTMB and RACQ must use their best endeavours to agree any amendments to this document and the contents of the Scheme Booklet, which are reasonably necessary to reflect the Matching Offer, and to enter into an appropriate amending agreement to give effect to those amendments and to implement the Matching Offer, in each case, as soon as reasonably practicable.
Matching right. (a) During the Exclusivity Period, the Target:
(i) must not enter into any legally binding agreement pursuant to which a Third Party undertakes to give effect to a Competing Proposal, unless:
(ii) the Target has provided the Bidder with the material terms and conditions of the Competing Proposal (including details of the party making the proposal);
(iii) the Target has given the Bidder at least 5 Business Days after the provision of the information referred to in paragraph 8.5(a)(ii) above to provide an irrevocable binding offer of a matching or superior proposal to the terms of the relevant Competing Proposal (Bidder Counter Proposal); and
(iv) the Bidder has not in that time period provided a Bidder Counter Proposal that the Target directors determine has terms and conditions (taken as a whole) that match or are more favourable than those of the relevant Competing Proposal and that would deliver an equal or superior outcome for Target Shareholders.
(b) The Target must use its reasonable endeavours to procure that its directors, within 3 Business Days of receiving the Bidder Counter Proposal, consider the Bidder Counter Proposal in good faith.
(c) If the Target directors determine that the terms and conditions of the Bidder Counter Proposal (taken as a whole) are more favourable than those of the relevant Competing Proposal and would deliver a superior outcome for Target Shareholders, the Target and the Bidder must each use their reasonable endeavours to agree and enter into such documentation as is necessary to give effect to and implement the Bidder Counter Proposal as soon as reasonably practicable, and the Target must use its best endeavours to procure that each of its directors makes a public statement recommending the Bidder Counter Proposal to Target Shareholders.
Matching right. (a) If BTH is permitted by virtue of clause 9.7 to engage in activity that would otherwise breach any of clauses 9.3 or 9.4, BTH must ensure that it has in place, or enters into, a confidentiality agreement with the person who has made the applicable Competing Proposal (Rival Acquirer) on customary terms and must not enter into any other agreement, understanding or commitment in respect of a Competing Proposal or a potential Competing Proposal except as permitted by clause 9.6(b).
(b) If BTH receives an actual, proposed or potential Competing Proposal and as a result, any BTH director proposes to either:
(i) change, withdraw or modify his or her BTH Recommendation or BTH Voting Intention; or
(ii) approve or recommend entry into any agreement, commitment, arrangement or understanding relating to the actual, proposed or potential Competing Proposal (other than a confidentiality agreement contemplated by clause 9.6(a)), no BTH director must do so until each of the following has occurred:
(iii) the relevant BTH director has made the determination contemplated by clause 9.7(b) in respect of that actual, proposed or potential Competing Proposal;
(iv) BTH has given SPAC written notice (Relevant Notice) of the BTH director’s proposal to take the action referred to in clauses 9.6(b)(i) or 9.6(b)(ii) (subject to SPAC’s rights under clause 9.6(d));
(v) subject to clause 9.6(c), BTH has given SPAC all information required by clause 9.5(b); ▇▇▇▇▇▇▇ + ▇▇▇▇▇ page | 49
(vi) SPAC’s rights under clause 9.6(d) have been exhausted; and
(vii) the BTH directors have made the determination contemplated by clause 9.7(b) in respect of that actual, proposed or potential Competing Proposal after SPAC’s rights under clause 9.6(d) have been exhausted and after evaluation of any Counter Proposal.
(c) Prior to giving SPAC the information under clause 9.6(b)(v), BTH must advise the Rival Acquirer that the Rival Acquirer’s name and other details which may identify the Rival Acquirer, as well as the key terms of the actual, proposed or potential Competing Proposal, will be provided by BTH to SPAC on a confidential basis.
(d) If BTH gives a Relevant Notice to SPAC under clause 9.6(b)(iv), SPAC will have the right, but not the obligation, at any time during the period of 4 Business Days following the receipt of the Relevant Notice, to amend the terms of the Transaction including increasing the amount of consideration offered under the Transaction or proposing any other form of transaction (e...
Matching right. (a) Without limiting clause 11.1, during the Exclusivity Period, Target:
(1) must not, and must procure that each of its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which one or more of a Third Party, Target or any Related Body Corporate of Target proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and
(2) must use its best endeavours to procure that none of its Independent Directors change their recommendation in favour of the Scheme, publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Transaction) or make any public statement to the effect that they may do so at a future point (provided that a statement that no action should be taken by Target Shareholders pending the assessment of a Competing Proposal by the Independent Board Committee or the completion of the matching right process set out in this clause 11.4 shall not contravene this clause 11.4 and also subject to any change of recommendation by the Independent Board Committee that is permitted by clause 5.7(b)), unless:
(3) the Independent Board Committee acting in good faith and in order to satisfy what the Independent Directors consider to be their statutory or fiduciary duties (having received written legal advice from its external legal advisers) determines that the Competing Proposal is a, or would be or would be reasonably likely to be an actual, proposed or potential, Superior Proposal;
(4) Target has provided Bidder with the material terms and conditions of the actual, proposed or potential Competing Proposal (including price and form of consideration, conditions precedent, proposed deal protection arrangements and timetable) (in each case, to the extent known) and the identity of the Third Party making the actual, proposed or potential Competing Proposal;
(5) Target has given Bidder at least three Business Days after the date of the provision of the information referred to in clause 11.4(a)(4) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and
(6) Bidder has not announced or otherwise formally proposed to Target a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the three Business Day period in clause 11.4(a)(5).
(b) Subject to clause 11.4(a)(3) if Bidder proposes to...
Matching right. (a) During the Exclusivity Period, Target must not recommend a Competing Proposal, or enter into any agreement, arrangement or understanding to undertake a Competing Proposal, unless it has first:
(i) notified Bidder in writing of the material terms of the Competing Proposal and the person or persons proposing the Competing Proposal; and
(ii) given Bidder at least 3 Business Days after provision of that information in which to provide a matching or superior deal to the relevant Competing Proposal (Bidder Counter Proposal).
(b) Target must use its best endeavours to procure that the Target Directors consider any Bidder Counter Proposal in good faith and, if the Target Directors determine that the terms and conditions of the Bidder Counter Proposal taken as a whole are no less favourable than those of the relevant Competing Proposal, Target and Bidder must each use their reasonable endeavours to agree and enter into such documentation as is necessary to give effect to and implement the Bidder Counter Proposal as soon as reasonably practicable, and Target must use its best endeavours to procure that each Target Director makes a public statement to the Shareholders recommending the Bidder Counter Proposal to the Shareholders.
Matching right. 13.1 Notwithstanding anything in this Agreement to the contrary but without prejudice to the other provisions of this Agreement, at any time prior to the Offer Closing Date, the Interxion Board may take any of the actions listed in Clause 12.1(b)(i) in respect only of an Interxion Superior Proposal if:
(a) the Interxion Board, having consulted with its legal and financial advisers, acting reasonably and in good faith, determines that a bona fide written Competing Proposal that did not result from a breach of this Agreement by Interxion constitutes an Interxion Superior Proposal, in which case it shall (in addition to its obligations pursuant to Clause 12.1, and for such time as the restrictions in Clause 12.1 apply) confirm to Telecity in writing (an Interxion Superior Proposal Notice) immediately that such Competing Proposal constitutes an Interxion Superior Proposal and provide the material details of such Competing Proposal that led the Interxion Board to determine that it constitutes an Interxion Superior Proposal (in particular the offer price contained in the Interxion Superior Proposal); and
(b) the Interxion Board shall not recommend, or agree to recommend, any Competing Proposal (whether or not it is an Interxion Superior Proposal) prior to 5.00 p.m. on the third Business Day after the date of the Interxion Superior Proposal Notice.
13.2 If Telecity confirms in writing to either the Interxion Board or Interxion’s financial adviser before 5.00 p.m. on the third Business Day after the date of the Interxion Superior Proposal Notice that it intends to match (or exceed) the Interxion Superior Proposal and its revised offer is determined by the Interxion Board in its sole discretion, having consulted its external financial and legal advisers and acting in good faith and observing their obligations under Dutch law, to be at least equal to the value from a financial point of view to each Interxion Shareholder as the Interxion Superior Proposal, then the Interxion Board shall not recommend the Interxion Superior Proposal.
13.3 Notwithstanding anything in this Agreement to the contrary but without prejudice to the other terms of this Agreement, at any time prior to the Offer Closing Date, the Telecity Board may take any of the actions listed in Clause 12.1(b)(i) in respect only of a Telecity Superior Proposal if the Telecity Board, having consulted with its legal and financial advisers, acting reasonably and in good faith, determines that a bona fide writte...
Matching right. Without limiting clause 6.1 during the Exclusivity Period, the Target:
(a) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, the Target or both proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and
(b) must use its best endeavours to procure that none of its Directors change their recommendation in favour of the Takeover Bid to publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Takeover Bid), unless:
(c) the Board acting in good faith and in order to satisfy what the members of the Board consider to be their statutory or fiduciary duties determines that the Competing Proposal would be or would be likely to be an actual, proposed or potential Superior Proposal;
(d) the Target has provided the Bidder with the material terms and conditions of the actual, proposed or potential Competing Proposal, including price and the identity of the Third Party making the actual, proposed or potential Competing Proposal;
(e) the Target has given the Bidder at least 2 Business Days after the date of the provision of the information referred to in clause 6.3(d) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and
(f) the Bidder has not announced a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 2 Business Day period in clause 6.3(e).
Matching right. (a) Prior to Company (or any Company Subsidiary) entering into any binding or definitive agreement or other arrangement with any third Person with respect to any Company Third Party Transaction following the negotiations described in Section 4.4(b), Company will send written notice to DWA (the “DWA Matching Right Notice”), which notice must contain the material terms and conditions (financial and otherwise) of any such proposed agreement or other arrangement.
(b) For a period of thirty (30) days following DWA’s receipt of the DWA Matching Right Notice (the thirtieth (30th) day following the date of such receipt, the “DWA Matching Right Expiration Date”), DWA or an Affiliate of DWA may elect to enter into an agreement with Company (or the applicable Company Subsidiary) on the terms and conditions described in the Matching Right Notice. If DWA or such Affiliate so elects, then Company will (or will cause such Company Subsidiary to) enter into an agreement with DWA or such Affiliate on the terms and conditions set forth in the DWA Matching Right Notice, and the Parties will agree upon and enter into an agreement on the terms and conditions set forth in the DWA Matching Right Notice prior to the DWA Matching Right Expiration Date. If DWA or such Affiliate does not elect to enter into such an agreement with Company (or the applicable Company Subsidiary), or the Parties are unable to agree upon and enter into an agreement prior to the DWA Matching Right Expiration Date, then Company (or such Company Subsidiary) may enter into a definitive agreement with the relevant third Person on the terms and conditions set forth in the DWA Matching Right Notice; provided, however, that if Company (or such Company Subsidiary) and such third Person do not enter into a definitive agreement and consummate the applicable Company Third Party Transaction prior to the thirtieth (30th) day following the DWA Matching Right Expiration Date, the provisions of Sections 4.4 and 4.5 will again apply to any such Company Third Party Transaction.