Common use of Matching right Clause in Contracts

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 must use its best endeavours to procure that each member of the APD Board continues to recommend the Schemes (as modified by the Bidder Counterproposal) to APD Securityholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.

Matching right. 7.1 Intec agrees that: (a) Without limiting clauses 7.2 Bidco may amend the terms of the Acquisition at any time and from time to time (subject to the City Code), save that such terms and conditions of the Acquisition shall always be equal to or 7.3better than those contained in the Rule 2.5 Announcement or as otherwise provided for in this Agreement; (b) if it considers, APD mustor if the Intec Directors determine, that any Competing Proposal constitutes a Superior Proposal, it shall (in addition to its obligations pursuant to clause 8.5) confirm to Bidco in writing (a Superior Proposal Notice) forthwith that such Competing Proposal constitutes a Superior Proposal and provide the material details of such Competing Proposal that led the Intec Directors to determine that it constitutes a Superior Proposal (in particular the offer price and material conditions of the Superior Proposal); and (c) it and the Intec Directors shall not recommend, or agree to recommend, any Competing Proposal, withdraw, qualify or adversely modify the recommendation of the Acquisition, withdraw the Scheme, postpone or adjourn either of the Meetings (unless such adjournment is a Permitted Adjournment) or agree to pay a Competing Break Fee unless it has served a Superior Proposal Notice on Bidco in accordance with clause 7.1(b) and thereafter Bidco: (i) not, and must procure notifies Intec that each of its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement it is not willing to make an offer or understanding (whether proposal which would provide equal or not superior financial value to Intec’s Shareholders in writing) pursuant comparison to which a third party, APD or both proposes or propose to undertake or give effect to a Competing the Superior Proposal (other than, for the avoidance of doubt, non-disclosure agreementsRevised Acquisition); andor (ii) procure that no APD Director publicly changes or withdraws his or her fails, within 96 hours of receiving the Superior Proposal Notice, to announce its firm intention to make the Revised Acquisition pursuant to Rule 2.5 of the City Code. 7.2 If Bidco, within 96 hours of receiving the Superior Proposal Notice, announces its firm intention to make the Revised Acquisition pursuant to Rule 2.5 of the City Code, the Intec Directors shall make a unanimous and unqualified recommendation of the Revised Acquisition to the Intec Shareholders and Bidco shall be entitled to refer to such recommendation in favour of any such announcement and the Schemes Intec Directors shall not recommend the Superior Proposal nor agree to publicly recommend pay a Competing Proposal (or publicly recommends against the Scheme), unless: (iii) the APD Board has determined, acting Break Fee in good faith and after consultation with its financial adviser, that the Competing Proposal is a relation to such 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 must use its best endeavours to procure that each member of the APD Board continues to recommend the Schemes (as modified by the Bidder Counterproposal) to APD Securityholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.

Matching right. (a) Without limiting clauses 7.2 or 7.3During the Exclusivity Period, APD mustCradle: (i) not, and must procure that each of its Related Bodies Corporate do not, not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third party, APD party or both Cradle proposes or propose to undertake or give effect to a Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements)Transaction; and (ii) must use its best endeavours to procure that no APD Director publicly changes or withdraws his or her none of its directors change their recommendation in favour of the Schemes Scheme to publicly recommend a Competing Proposal (or publicly recommends against the Scheme), unless:Transaction, (iii) the APD Cradle Board has determined, acting in good faith and after consultation with its financial adviser, determines that the Competing Proposal Transaction would or is likely to be a Superior Proposal; (iv) APD Cradle has provided Bidder with the material terms and conditions of the Competing Proposal (Transaction, including price, price and the identity of the Third Party 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 Proposalproposal; and (v) within five Cradle has given Bidder 5 Business Days after the date on which ▇▇▇▇▇▇ receives provision of the information referred to in clause 7.7(a)(iv)10.7(a)(iv) to provide a matching or superior proposal (Matching Offer) to the terms of the Competing Transaction. Bidder shall have the opportunity, but not the obligation, to provide a Matching Offer. (b) This clause 10.7 has repeating applications so that if any further proposal which constitutes a Competing Transaction is made after Bidder does not provide has made a Matching Offer, Cradle must comply with paragraph (a)(i) and (a)(ii) of this clause in respect of any new Competing Transaction, unless paragraphs (a)(iii) to APD a counterproposal (Bidder Counterproposala)(v) that (inclusive) apply. (c) The Cradle Board must consider the APD Board Matching Offer and if it determines, acting in good faith and after consultation with its financial adviserfaith, that the Matching Offer would produce provide an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by is at least as favourable to Cradle Shareholders as the relevant Competing ProposalTransaction, taking into account all of the terms Cradle 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 their best endeavours to agree any amendments to this agreement and the transaction documentation required contents of the Scheme Booklet (if applicable), 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 Bidder Counterproposal Matching Offer, in each case, as soon as reasonably practicable; and (ii) subject to such transaction document being so agreed, APD must use its best endeavours to procure that each member of the APD Board continues to recommend the Schemes (as modified by the Bidder Counterproposal) to APD Securityholders. (cd) Any material modification to If any part of the consideration proposed under the Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) Transaction is non-cash, then that consideration proposed will be taken to make that proposal a new Competing Proposal in respect valued for the purposes of which APD must comply with its obligations under this clause 7.7 again10.7 at 90% of its prevailing market value at the close of business on the date that such Competing Transaction is first notified to Bidder.

Matching right. (a) Without limiting clauses 7.2 or 7.3clause 11.1, APD mustduring the Exclusivity Period, Asciano: (i1) not, and must procure that each of its Related Bodies Corporate do not, not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third partyThird Party, APD Asciano or both proposes or propose to undertake or give effect to a an actual, proposed or potential Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements)Proposal; and (ii2) must use its best endeavours to procure that no APD Director publicly changes or withdraws his or her none of its directors change their recommendation in favour of the Schemes Transaction to publicly recommend a an actual, proposed or potential Competing Proposal (or publicly recommends recommend against the SchemeTransaction), unless: (iii3) the APD Asciano Board has determined, acting in good faith and after consultation with in order to satisfy what the Asciano Board Members consider to be their statutory or fiduciary duties (having received written advice from its financial adviser, external legal advisers) determines that the Competing Proposal is a would be or would be likely to be an actual, proposed or potential Superior Proposal; (iv4) APD Asciano has provided Bidder Brookfield with the material terms and conditions of the actual, proposed or potential Competing Proposal (Proposal, including price, price and the identity of the Third Party making the actual, proposed or potential Competing Proposal, form ; (5) Asciano has given Brookfield at least 5 Business Days after the date of considerationthe 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 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 potential Competing Proposal; and (v6) within five Brookfield has not announced a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 5 Business Days after the date on which ▇▇▇▇▇▇ receives the information referred to Day period in clause 7.7(a)(iv11.4(a)(5). (b) If Brookfield proposes to Asciano, Bidder does not provide or announces, amendments to APD the Scheme or a counterproposal new proposal that constitute a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal (Bidder Counterproposal) by the expiry of the 5 Business Day period in clause 11.4(a)(5), Asciano must procure that the APD Asciano Board determinesconsiders the Bidder Counterproposal and if the Asciano Board, acting reasonably and in good faith and after consultation with its financial adviserfaith, determines that the Bidder Counterproposal would produce provide an equivalent or superior outcome for APD Securityholders Asciano Shareholders as a whole (other than Excluded Shareholders) compared to the outcome that would be produced by with the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal Counterproposal, then Asciano and Brookfield must use their best endeavours to agree the basis on which it was made. (b) If Bidder makes a Bidder Counterproposal before amendments to this deed and, if applicable, the deadline specified in clause 7.7(a)(v), Scheme and the APD Board has determined Deed Poll that such Bidder Counterproposal would produce an equivalent or superior outcome for APD Securityholders as compared are reasonably necessary to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of reflect 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 Counterproposal, in each case as soon as reasonably practicable; and (ii) subject to such transaction document being so agreed, APD and Asciano must use its best endeavours to procure that each member of the APD Board directors of Asciano continues to recommend the Schemes Transaction (as modified by the Bidder Counterproposal) to APD SecurityholdersAsciano Shareholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.

Matching right. Without limiting clause 11.1 during the Exclusivity Period, Veda: (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, not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third partyThird 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)Proposal; and (iib) must do all things reasonably within its power to procure that no APD Director publicly changes or withdraws his or her none of its directors change their recommendation in favour of the Schemes Scheme to publicly recommend a Competing Proposal (or publicly recommends recommend against the SchemeScheme by reason of a Competing Proposal), unless: (iiic) V▇▇▇ receives a bona fide written Competing Proposal which did not result from a breach of this clause 11, and the APD Board has determinedVeda Board, acting in good faith and faith, after consultation with its external legal and financial adviseradvisers, determines that the such Competing Proposal is constitutes a Superior Proposal; (ivd) APD V▇▇▇ has provided Bidder with the material terms and conditions reasonable details of the Competing Proposal (approach, including price, the identity of the Third Party person making the Competing Proposal, form Proposal and the price and terms 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; (ve) within five Veda has given Bidder 4 Business Days after the date on which ▇▇▇▇▇▇ receives of the provision of the information referred to in clause 7.7(a)(iv)11.4(d) to provide a matching or superior proposal to the terms of the Competing Proposal (and, if required by Bidder, Veda has negotiated with 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 during such period regarding any revisions to the outcome that would be produced terms of the transaction proposed by Bidder in response to 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 (iif) subject Bidder has not made or announced a matching or superior proposal to such transaction document being so agreed, APD must use its best endeavours to procure that each member the terms of the APD Board continues to recommend the Schemes (as modified Competing Proposal by the Bidder Counterproposalexpiry of the 4 Business Day period in clause 11.4(e) to APD Securityholdersabove. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.

Matching right. (a) Without limiting clauses 7.2 or 7.3clause 6.2, APD mustduring the Exclusivity Period, ▇▇▇▇▇▇▇▇: (iA) not, and must procure that each of its Related Bodies Corporate do not, not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third partyThird Party, APD ▇▇▇▇▇▇▇▇ or both proposes or propose to undertake or give effect to a an actual, proposed or potential Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements)Transaction; and (iiB) must use reasonable endeavours to procure that no APD Director publicly changes or withdraws his or her none of its directors change their recommendation in favour of the Schemes to Takeover Bid or publicly recommend an actual, proposed or potential Competing Transaction or recommend against the Takeover Bid (provided that a statement that no action should be taken by ▇▇▇▇▇▇▇▇ Shareholders pending the assessment of a Competing Proposal (or publicly recommends against Transaction by the SchemeHartleys Board and its Advisers shall not contravene this clause), unless: (iiiC) the APD Hartleys Board has determined, acting in good faith and after consultation with in order to satisfy what the members of the Hartleys Board consider to be their statutory or fiduciary duties (having received written advice from its financial adviser, external legal Adviser) determines that the Competing Proposal is a Transaction would be or would be likely to be an actual, proposed or potential Superior Proposal; (ivD) APD ▇▇▇▇▇▇▇▇ has provided Bidder EZL with the all material terms and conditions of the actual, proposed or potential Competing Proposal (Transaction, including price, price and the identity of the Third Party making the Competing Proposal, form of considerationactual, 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 potential Competing Proposal; andTransaction; (vE) within five Hartleys has given EZL at least 2 Business Days after the date on which of the provision of the information referred to in clause 6.5(a)(D) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Transaction; and (F) EZL has not announced or otherwise formally proposed to Hartleys a matching or superior proposal to the terms of the actual, proposed or potential Competing Transaction by the expiry of the 2 Business Day period in clause 6.5(a)(E) above. (b) If EZL proposes to ▇▇▇▇▇▇▇▇, or announces, amendments to the terms of the Takeover Bid including increasing the amount of consideration offered under the Offers or a new proposal that constitutes a matching or superior proposal to the terms of the actual, proposed or potential Competing Transaction (Counterproposal) by the expiry of the 2 Business Day period in clause 6.5(a)(E) above, ▇▇▇▇▇▇▇▇ receives the information referred to in clause 7.7(a)(iv), Bidder does not provide to APD a counterproposal (Bidder Counterproposal) must procure that the APD Hartleys Board determinesconsiders the EZL Counterproposal and if the Hartleys Board, acting reasonably and in good faith and after consultation with its financial adviserfaith, determines that the Counterproposal (as completed) would produce provide an equivalent or superior outcome for APD Securityholders Hartleys Shareholders as a whole (other than EZL and those who are Associates of EZL) compared to the outcome that would be produced by with the Competing ProposalTransaction, taking into account all of the terms and conditions of the Bidder Counterproposal Counterproposal, then ▇▇▇▇▇▇▇▇ 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 EZL must each use reasonable their best endeavours to agree the transaction documentation required amendments to this agreement and the Takeover Bid (as applicable) that are reasonably necessary to reflect the Counterproposal and to implement the Bidder Counterproposal Counterproposal, in each case as soon as reasonably practicable; and (ii) subject to such transaction document being so agreed, APD and ▇▇▇▇▇▇▇▇ must use its best reasonable endeavours to procure that each member of the APD Board directors of ▇▇▇▇▇▇▇▇ continues to recommend the Schemes Takeover Bid (as modified by the Bidder Counterproposal) to APD SecurityholdersHartleys Shareholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.

Matching right. (a) Without limiting clauses 7.2 or 7.3During the Relevant Period, APD mustTarget: (i) notmust not enter into, and must procure that each of its Related Bodies Corporate do notor agree to enter into, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third partyThird Party, APD Target or any of its subsidiaries or both proposes or propose to undertake or give effect to a Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements)Transaction; and (ii) procure must use its reasonable endeavours to ensure that no APD Independent Director of Target publicly changes or withdraws his or her recommendation in favour of the Schemes to publicly recommend recommends a Competing Proposal (Transaction or publicly recommends against the Scheme)Bid, unless: (iii) the APD Board has determinedIndependent Directors, acting in good faith and faith, after consultation with its financial adviseradvisers and external legal advisers, consider that: (A) failure to take that action would be likely be inconsistent with the fiduciary or statutory duties owed by any Target director; and (B) the proposed Competing Proposal is a Transaction would constitute an actual, proposed or potential Superior Proposal; (iv) APD Target has provided Bidder with a notice setting out by all material details of the relevant event, which details will, for the avoidance of doubt, include the following (to the extent applicable): (A) all material terms and conditions of the Competing Proposal Transaction (including price, any conditions to which it is subject) and all material terms of the relevant Competing Transaction (including the consideration proposed to be offered under that transaction and any conditions to which that transaction would be subject); and (B) the identity of the Third Party making person(s) involved in the relevant event, including the person(s) who made the Competing ProposalTransaction (or on whose behalf the Competing Transaction was made, form of considerationas the case may be), proposed deal protection provisions, any break or reimbursement fee, proposed timing and any conditions precedent) and has confirmed that, subject except to the operation of this clause 7.5, it intends to enter into an agreement to give effect extent that Target’s legal adviser gives a written opinion to the Competing Proposal; andeffect that it is open to the Directors to conclude that their fiduciary or statutory duties require them to withhold disclosure of any such details; (v) within five Target has first given Bidder 3 Business Days after the date on which ▇▇▇▇▇▇ receives of the provision of the information referred contemplated by clause 6.4(a)(iv) to provide an irrevocable offer on terms no less favourable to the relevant Competing Transaction (Bidder Counter Proposal); and (vi) Bidder has not provided a Bidder Counter Proposal by the end of the period contemplated in clause 7.7(a)(iv6.4(a)(v), 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 Despite clauses 6.4 (a) to the outcome that would extent required to discharge what the Independent Directors have determined in good faith to be produced by their fiduciary or statutory obligations, the Independent Directors may release a public announcement acknowledging the receipt of a Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made, then:‌Transaction and: (i) Bidder and APD must each use reasonable endeavours recommending that Target Shareholders take no action in relation to agree the transaction documentation required to implement the Bidder Counterproposal as soon as reasonably practicableCompeting Transaction; andor (ii) subject reserving the Independent Directors’ position in relation to such transaction document being so agreed, APD must use its best endeavours to procure that each member recommendation of the APD Board continues to recommend Offer, provided that any such announcement does not disclose the Schemes (as modified by person from whom the Bidder Counterproposal) to APD SecurityholdersCompeting Transaction has been received nor any of the material terms of the Competing Transaction. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.

Matching right. (a) Without limiting clauses 7.2 or 7.3clause 15.1, APD mustduring the Exclusivity Period, Asciano: (i1) not, and must procure that each of its Related Bodies Corporate do not, not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third partyThird Party, APD Asciano or both proposes or propose to undertake or give effect to a an actual, proposed or potential Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements)Proposal; and (ii2) must use its best endeavours to procure that no APD Director publicly changes or withdraws his or her none of its directors change their recommendation in favour of either of the Schemes Transactions to publicly recommend a an actual, proposed or potential Competing Proposal (or publicly recommends recommend against either of the SchemeTransactions), unless: (iii3) the APD Asciano Board has determined, acting in good faith and after consultation with in order to satisfy what the Asciano Board Members consider to be their statutory or fiduciary duties (having received written advice from its financial adviser, external legal advisers) determines that the Competing Proposal is a would be or would be likely to be an actual, proposed or potential Superior Proposal; (iv4) APD Asciano has provided Bidder Brookfield with the material terms and conditions of the actual, proposed or potential Competing Proposal (Proposal, including price, price and the identity of the Third Party making the actual, proposed or potential Competing Proposal, form ; (5) Asciano has given Brookfield at least 5 Business Days after the date of considerationthe provision of the information referred to in clause 15.4(a)(4) to provide a matching or superior proposal to the terms of the actual, 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 potential Competing Proposal; and (v6) within five Brookfield has not announced a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 5 Business Days after the date on which ▇▇▇▇▇▇ receives the information referred to Day period in clause 7.7(a)(iv15.4(a)(5). (b) If Brookfield proposes to Asciano, Bidder does not provide or announces, amendments to APD the Scheme or the Takeover Bid or a counterproposal new proposal that constitute a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal (Bidder Counterproposal) by the expiry of the 5 Business Day period in clause 15.4(a)(5), Asciano must procure that the APD Asciano Board determinesconsiders the Bidder Counterproposal and if the Asciano Board, acting reasonably and in good faith and after consultation with its financial adviserfaith, determines that the Bidder Counterproposal would produce provide an equivalent or superior outcome for APD Securityholders Asciano Shareholders as a whole (other than Excluded Shareholders) compared to the outcome that would be produced by with the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal Counterproposal, then Asciano and Brookfield must use their best endeavours to agree the basis on which it was made. (b) If Bidder makes a Bidder Counterproposal before amendments to this deed and, if applicable, the deadline specified in clause 7.7(a)(v), Scheme and the APD Board has determined Deed Poll that such Bidder Counterproposal would produce an equivalent or superior outcome for APD Securityholders as compared are reasonably necessary to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of reflect 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 Counterproposal, in each case as soon as reasonably practicable; and (ii) subject to such transaction document being so agreed, APD and Asciano must use its best endeavours to procure that each member of the APD Board directors of Asciano continues to recommend the Schemes Transactions (as modified by the Bidder Counterproposal) to APD Securityholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value Asciano Shareholders. Table of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.Contents

Matching right. (a) Without limiting clauses 7.2 or 7.3clause 6.2, APD mustduring the Exclusivity Period, Complii: (i) not, and must procure that each of its Related Bodies Corporate do not, not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third partyThird Party, APD Complii or both proposes or propose to undertake or give effect to a an actual, proposed or potential Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements)Proposal; and (ii) must procure that no APD Director publicly changes or withdraws his or her none of its directors change their recommendation in favour of the Schemes to Takeover Bid or publicly recommend an actual, proposed or potential Competing Proposal or recommend against the Takeover Bid (provided that a statement that no action should be taken by Complii Shareholders pending the assessment of a Competing Proposal (or publicly recommends against by the SchemeComplii Board and its advisers shall not contravene this clause), unless: (iii) the APD Complii Board has determined, acting in good faith and after consultation with in order to satisfy what the members of the Complii Board consider to be their statutory or fiduciary duties (having received written advice from its external financial adviser, and legal advisers) determines that the Competing Proposal is a would be or would be likely to be an actual, proposed or potential Superior Proposal; (iv) APD Complii has provided Bidder Intiger with the material all terms and conditions of the actual, proposed or potential Competing Proposal (Proposal, including price, price and the identity of the Third Party making the actual, proposed or potential Competing Proposal, form ; (v) Complii has given Intiger at least 5 Business Days after the date of considerationthe provision of the information referred to in clause to provide a matching or superior proposal to the terms of the actual, 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 potential Competing Proposal; and (vvi) within five Intiger has not announced or otherwise formally proposed to Complii a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 5 Business Days after the date on which ▇▇▇▇▇▇ receives the information referred to Day period in clause 7.7(a)(iv)6.5(a)(v) above. (b) If Intiger proposes to Complii, Bidder does not provide or announces, amendments to APD the terms of the Takeover Bid including increasing the amount of consideration offered under the Takeover Offer or a counterproposal new proposal that constitutes a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal (Bidder Counterproposal) by the expiry of the 5 Business Day period in clause 6.5(a)(v) above, Complii must procure that the APD Complii Board determinesconsiders the Counterproposal and if the Complii Board, acting reasonably and in good faith and after consultation with its financial adviserfaith, determines that the Counterproposal (as completed) would produce provide an equivalent or superior outcome for APD Securityholders Complii Shareholders as a whole compared to the outcome that would be produced by with the Competing Proposal, taking into account all of the terms then Complii 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 Intiger must each use reasonable their best endeavours to agree the transaction documentation required amendments to this agreement that are reasonably necessary to reflect the Counterproposal and to implement the Bidder Counterproposal Counterproposal, in each case as soon as reasonably practicable; and (ii) subject to such transaction document being so agreed, APD and Complii must use its best endeavours to procure that each member of the APD Board directors of Complii continues to recommend the Schemes Takeover Bid (as modified by the Bidder Counterproposal) to APD SecurityholdersComplii Shareholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.

Matching right. Without limiting clauses 10.2, 10.3 or 10.4, during the Exclusivity Period, SMX: (a) Without limiting clauses 7.2 or 7.3, APD must: (i) must not, and must procure ensure that each of its Related Bodies Corporate and Parent (and Parent’s 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 party or SMX or Parent (or any Related Body Corporate of SMX or Parent) proposes (or both proposes or propose a third party and SMX and/or Parent propose) to undertake or give effect to a an actual, proposed or potential SMX Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements)Transaction; and (iib) must procure that the SMX Board does not change (and no APD SMX Director publicly changes or withdraws his or her changes) its recommendation in favour of the Schemes Capital Reduction and Scheme to publicly recommend a an actual, proposed or potential SMX Competing Proposal (or publicly recommends against the Scheme)Transaction, unless: (iiic) the APD SMX Board has determined, acting in good faith after taking advice from its outside legal adviser and after consultation with its financial adviser, determines that the SMX Competing Proposal is a Transaction constitutes an SMX Superior Proposal; (ivd) APD the SMX Board, after receiving such legal advice from its external legal advisers, determines that the failure to take such actions specified in clause 10.8(a) and/or 10.8(b) would be reasonably likely to constitute a breach of any member of the SMX Board’s fiduciary or statutory duties to SMX Shareholders; (e) SMX has provided Bidder Lionheart with the material terms and conditions of the SMX Competing Proposal (including price, Transaction to 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 precedentextent required by clause 10.7(b) and has confirmed that, subject a written explanation as to why it considers that the operation of this clause 7.5, it intends to enter into SMX Competing Transaction constitutes an agreement to give effect to the Competing SMX Superior Proposal; and; (vf) within five for at least 5 Business Days after the date on which Days, SMX and its Representatives have negotiated in good faith with ▇▇▇▇▇▇▇▇▇ receives the information referred to in clause 7.7(a)(iv)and its Representatives, 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 Proposalextent Lionheart wishes to negotiate and make itself reasonably available to negotiate, taking into account all of to enable ▇▇▇▇▇▇▇▇▇ to propose revisions to 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 practicablethis document; and (iig) subject upon the expiry of such 5 Business Days’ negotiation period, the SMX Board has considered in good faith any proposed revisions to the terms of this document proposed by ▇▇▇▇▇▇▇▇▇, and has determined in good faith, after taking advice from its outside legal adviser and financial adviser, that such transaction document being so agreed, APD must use its best endeavours SMX Competing Transaction would nevertheless continue to procure constitute an SMX Superior Proposal if such revisions proposed by Lionheart were to be given effect and that each the failure to take the actions specified in clause 10.8(a) and/or 10.8(b) would continue to constitute a breach of any member of the APD SMX Board’s fiduciary or statutory duties to SMX Shareholders, in which case SMX must promptly provide Lionheart with reasons for that determination and Lionheart may (but is not obliged to) further propose revisions to the terms of this document within a further period of 2 Business Days (which must be considered by SMX in accordance with this clause 10.8(g)). If following receipt of proposed revisions to the terms of this document by ▇▇▇▇▇▇▇▇▇ in accordance with clause 10.8(g), the SMX Board continues does not determine in accordance with clause 10.8(g)) that the SMX Competing Transaction would continue to recommend constitute an SMX Superior Proposal if such revisions proposed by Lionheart were to be given effect, then SMX and Lionheart must use commercially reasonable endeavours to enter into an amended agreement giving effect to the Schemes (as modified by the Bidder Counterproposal) to APD Securityholders. (c) Any proposed revisions within 10 Business Days. SMX agrees that each successive material modification to any Competing Proposal (which will include any modification relating to the price or value terms of any SMX Competing Proposal or its funding) Transaction will be taken to make that proposal constitute a new SMX Competing Proposal Transaction for the purposes of clause 10.8 and accordingly SMX must comply with this clause 10.8 in respect of which APD must comply with its obligations under this clause 7.7 againany new SMX Competing Transaction.

Matching right. (a) Without limiting clauses 7.2 or 7.39.2 and 9.3, APD mustduring the Exclusivity Period, Target: (i) not, and must use its reasonable endeavours to procure that each none of its Related Bodies Corporate do not, directors withdraw or change their Recommendation or otherwise make a public statement to endorse or recommend a Competing Proposal; and (ii) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third partyThird Party, APD Target 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)Proposal, 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 Target has provided Bidder with written notification of the material terms and conditions of the Competing Proposal (including price, details of the identity of price and 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 proposing to the operation of this clause 7.5, it intends to enter into an agreement to undertake or give effect to the Competing Proposal; and); (v) within five Target has given Bidder at least 3 Business Days after the date on which ▇▇▇▇▇▇ receives of the provision of the information referred to in paragraph (iv) above to provide a matching or superior proposal to the terms of the relevant Competing Proposal on terms which Bidder considers in good faith to be no less favourable to Target Shareholders (as a whole) to the relevant Competing Proposal (based on the information provided to Bidder by Target under clause 7.7(a)(iv9.5), ; and (vi) Bidder does has not provide provided a matching or superior proposal to APD a counterproposal (Bidder Counterproposalthe terms of the relevant Competing Proposal in the time period referred to in clause 9.6(a)(v) that the APD Target Board determines, acting determines in good faith and after consultation accordance with its financial adviser, clause 9.6(b) would produce deliver an equivalent or superior outcome for APD Securityholders Target Shareholders (as a whole) compared to with the outcome that would be produced by the relevant Competing Proposal, taking into account all . Target acknowledges and agrees that each modification of any Competing Proposal which materially affects the material terms and conditions of that Competing Proposal will constitute a new Competing Proposal for the Bidder Counterproposal purposes of the requirements under this clause 9.6 and the basis on which it was madeaccordingly Target must comply with clause 9.6(a)(i) and clause 9.6(a)(ii) in respect of any new Competing Proposal unless clauses 9.6(a)(iii) to 9.6(a)(vi) (inclusive) apply. (b) If Bidder makes proposes to Target, or announces amendments to the Scheme or a new proposal that constitute a matching or superior proposal to the terms of the Competing Proposal (Bidder Counterproposal before the deadline specified in clause 7.7(a)(vCounter Proposal), Target must procure that the Target Board, within 3 Business Days of receiving the Bidder Counter Proposal, consider any Bidder Counter Proposal and, if the Target Board determines, acting reasonably and in good faith, that the APD Board has determined that such Bidder Counterproposal Counter Proposal would produce deliver an equivalent or superior outcome for APD Securityholders Target Shareholders (as a whole) compared to with the outcome that would be produced by the relevant Competing Proposal, Proposal (taking into account all of the terms and conditions aspects of the Bidder Counterproposal Counter Proposal as compared to all aspects of the relevant Competing Proposal), then Target and the basis on which it was made, then:‌ (i) Bidder and APD must each use their reasonable endeavours to agree the transaction and enter into such documentation required as is necessary to reflect and implement the Bidder Counterproposal Counter Proposal as soon as reasonably practicable; and (ii) subject to such transaction document being so agreed, APD and Target must use its best reasonable endeavours to procure that each member of the APD Board continues to recommend the Schemes (as modified by its directors makes a public statement recommending the Bidder Counterproposal) Counter Proposal to APD SecurityholdersTarget Shareholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.