Common use of Matching right Clause in Contracts

Matching right. 11.1 The Offeror may amend the terms of the Proposal at any time and from time to time in accordance with the Clause 11 (subject always to the provisions of the Code and/or with the consent of the Panel). 11.2 The Company agrees that if the Directors determine (whether before or after the Proposal is formally announced for the purposes of Rule 2.5 of the Code) that any Independent Competing Offer may constitute a Superior Proposal, the Company will promptly confirm to the Offeror in writing (a “Superior Proposal Notice”) that such Independent Competing Offer may constitute a Superior Proposal, provide the Offeror with the material details of such Independent Competing Offer that led the Directors to determine that such Independent Competing Offer constituted a Superior Proposal (including, but not limited to, the offer price and nature of consideration contained in and, subject to any confidentiality obligations, the identity of any persons involved in the Superior Proposal), and notify the Offeror that it has convened a meeting of the Directors to consider whether or not to recommend the Superior Proposal and of the time and date of such meeting (which will be no sooner than midday on the third Business Day after the date of the Superior Proposal Notice) (the “Recommendation Board Meeting”). 11.3 Subject to the Code, the Company agrees to procure that the Directors will not recommend any Independent Competing Offer (whether or not such Independent Competing Offer is a Superior Proposal and whether before or after a formal announcement pursuant to Rule 2.5 of the Code is made by or on behalf of the Offeror) until the Recommendation Board Meeting. 11.4 If: 11.4.1 the Offeror confirms to the Company by no later than 5.00 p.m. on the Business Day prior to the Recommendation Board Meeting, that it intends to increase the Offer to a price per Company Share equal to or greater than that provided under the Superior Proposal, or to make an offer or proposal which would, in the reasonable opinion of Company’s financial advisor, provide equal or superior financial value to Company shareholders in comparison to such Superior Proposal (the “Revised Offer”); and 11.4.2 the Offeror confirms to either the Directors or the Company’s financial adviser prior to the Recommendation Board Meeting that it is ready to announce, or announces, the Revised Offer, the Directors will make a unanimous and unqualified recommendation of the Revised Offer to the Company Shareholders and the Offeror will be entitled to refer to such recommendation in its announcement of the Revised Offer and the Directors will not recommend the Superior Proposal set out in the Superior Proposal Notice. 11.5 If a “competitive situation” arises pursuant to Rule 32.5 of the Code in relation to the Offeror and a third party or parties, the Company, the Directors and the Company’s financial adviser will use all reasonable endeavours to ensure that the auction procedure determined by the Panel will give effect to and be consistent with the Offeror’s rights and the obligations of the Company pursuant to this Clause 11. Subject to the Code and the Panel’s comments and requirements, the Company will, and will procure that, the Directors and the Company’s financial adviser will, to the extent practicable, keep the Offeror fully informed of any discussions with the Panel including providing copies of all submissions to the Panel in relation to the auction procedure under Rule 32.5 of the Code and will have prior consultation with the Offeror in respect of all discussions and submissions to the Panel by the Company, the Directors or the Company’s financial adviser. 11.6 If the Panel imposes an auction procedure that would require the Company to breach any of its obligations under this Agreement, the Offeror and the Company agree that the relevant provisions of this Agreement will be amended solely to the extent required to permit the Company to comply with the auction procedure imposed by the Panel pursuant to Rule 32.5 of the Code.

Matching right. 11.1 The Offeror may amend 13.1 Notwithstanding anything in this Agreement to the terms contrary but without prejudice to the other provisions of the Proposal this Agreement, at any time and from time to time in accordance with the Clause 11 (subject always prior to the provisions Offer Closing Date, the Interxion Board may take any of the Code and/or actions listed in Clause 12.1(b)(i) in respect only of an Interxion Superior Proposal if: (a) the Interxion Board, having consulted with the consent 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 the Panel). 11.2 The Company agrees that if the Directors determine (whether before or after the Proposal is formally announced for the purposes of Rule 2.5 of the Code) that any Independent Competing Offer may constitute a 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 Company will promptly restrictions in Clause 12.1 apply) confirm to the Offeror Telecity in writing (a “an Interxion Superior Proposal Notice”) immediately that such Independent Competing Offer may constitute a Proposal constitutes an Interxion Superior Proposal, Proposal and provide the Offeror with the material details of such Independent Competing Offer Proposal that led the Directors Interxion Board to determine that such Independent Competing Offer constituted a it constitutes an Interxion Superior Proposal (including, but not limited to, in particular the offer price and nature of consideration contained in and, subject to any confidentiality obligations, the identity of any persons involved in the Interxion Superior Proposal); and (b) the Interxion Board shall not recommend, and notify the Offeror that it has convened a meeting of the Directors or agree to consider recommend, any Competing Proposal (whether or not it is an Interxion Superior Proposal) prior to recommend the Superior Proposal and of the time and date of such meeting (which will be no sooner than midday 5.00 p.m. on the third Business Day after the date of the Superior Proposal Notice) (the “Recommendation Board Meeting”). 11.3 Subject to the Code, the Company agrees to procure that the Directors will not recommend any Independent Competing Offer (whether or not such Independent Competing Offer is a Superior Proposal and whether before or after a formal announcement pursuant to Rule 2.5 of the Code is made by or on behalf of the Offeror) until the Recommendation Board Meeting. 11.4 If: 11.4.1 the Offeror confirms to the Company by no later than 5.00 p.m. on the Business Day prior to the Recommendation Board Meeting, that it intends to increase the Offer to a price per Company Share equal to or greater than that provided under the Superior Proposal, or to make an offer or proposal which would, in the reasonable opinion of Company’s financial advisor, provide equal or superior financial value to Company shareholders in comparison to such Superior Proposal (the “Revised Offer”); and 11.4.2 the Offeror confirms to either the Directors or the Company’s financial adviser prior to the Recommendation Board Meeting that it is ready to announce, or announces, the Revised Offer, the Directors will make a unanimous and unqualified recommendation of the Revised Offer to the Company Shareholders and the Offeror will be entitled to refer to such recommendation in its announcement of the Revised Offer and the Directors will not recommend the Superior Proposal set out in the Interxion Superior Proposal Notice. 11.5 13.2 If a “competitive situation” arises pursuant Telecity confirms in writing to Rule 32.5 of either the Code in relation to the Offeror and a third party Interxion Board or parties, the Company, the Directors and the CompanyInterxion’s financial adviser will use all reasonable endeavours before 5.00 p.m. on the third Business Day after the date of the Interxion Superior Proposal Notice that it intends to ensure that match (or exceed) the auction procedure Interxion Superior Proposal and its revised offer is determined by the Panel will give effect 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 and be consistent with the Offeror’s rights and the obligations of the Company pursuant to this Clause 11. Subject at least equal to the Code and value from a financial point of view to each Interxion Shareholder as the Panel’s comments and requirementsInterxion Superior Proposal, then the Company will, and will procure that, Interxion Board shall not recommend the Directors and the Company’s financial adviser will, Interxion Superior Proposal. 13.3 Notwithstanding anything in this Agreement to the extent practicable, keep the Offeror fully informed of any discussions with the Panel including providing copies of all submissions contrary but without prejudice to the Panel in relation to the auction procedure under Rule 32.5 other terms of the Code and will have prior consultation with the Offeror in respect of all discussions and submissions to the Panel by the Company, the Directors or the Company’s financial adviser. 11.6 If the Panel imposes an auction procedure that would require the Company to breach any of its obligations under this Agreement, at any time prior to the Offeror 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 the Company agree financial advisers, acting reasonably and in good faith, determines that the relevant provisions a bona fide written Competing Proposal that did not result from a breach of this Agreement will be amended solely to the extent required to permit the Company to comply with the auction procedure imposed by the Panel pursuant to Rule 32.5 of the CodeTelecity constitutes a Telecity Superior Proposal.