Common use of Matching right Clause in Contracts

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 to the terms of the actual, proposed or potential Competing Proposal (Bidder Counterproposal) by the expiry of the five Business Day period in clause 11.6(a)(5), Target must procure that the Target Board considers the Bidder Counterproposal and if the Target Board, acting reasonably and in good faith, determines that the Bidder Counterproposal would provide an equivalent or superior outcome for Target Shareholders as a whole compared with the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal, then Target, Bidder and Bidder Sub (to the extent applicable) must use their best endeavours to agree the amendments to this deed, the Scheme and the Deed Poll (as applicable) that are reasonably necessary to reflect the Bidder Counterproposal and to implement the Bidder Counterproposal, in each case as soon as reasonably practicable, and Target must use its best endeavours to procure that each of the directors of Target continues to recommend the Transaction (as modified by the Bidder Counterproposal) to Target Shareholders. (c) For the purposes of this clause 11.6, each successive material modification of any Competing Proposal or potential Competing Proposal will constitute a new Competing Proposal or potential Competing Proposal, and the procedures set out in this clause 11.6 must again be followed prior to any member of the Target Group entering into any agreement, arrangement, understanding or commitment in respect of such Competing Proposal or potential Competing Proposal. 12 Reimbursement Fee (d) Despite any other provision in this deed, a statement by Target or the Target Board to the effect that: (1) the Target Board has determined that a Competing Proposal is a Superior Proposal and has commenced the matching right process set out in this clause 11.6; or (2) Target Shareholders should take no action pending the completion of the matching right process set out in this clause 11.6, does not of itself: (3) constitute a change, withdrawal, modification or qualification of the recommendation by the Target Directors or an endorsement of a Competing Proposal; (4) contravene this deed; (5) give rise to an obligation to pay the Reimbursement Fee under clause 12.2; or (6) give rise to a termination right under clause 14.1

Matching right. (a) Without limiting clause 11.113.1, 11.2, 11.4 or 11.5 during the Exclusivity Period, TargetTPG: (1a) must 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 one or more of a Third Party, Target TPG or any Related Body Corporate of Target or any combination of the foregoing, both proposes or propose to undertake or give effect to an actual, proposed actual or potential Competing Proposal; and (2b) must use its best endeavours to procure that none of its directors change their recommendation in favour of the Scheme, Scheme to publicly recommend an actual, proposed actual or potential Competing Proposal (or recommend against the TransactionScheme), 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: (3c) the Target TPG Board acting in good faith and in order to satisfy what the Target TPG Board Members consider considers to be their its statutory or fiduciary duties (having received written legal advice from its external legal advisers) ), determines that the Competing Proposal is a Superior Proposal; (4d) Target TPG has provided Bidder VHA with the material terms and conditions of the actual, proposed actual or potential Competing Proposal Proposal, including price, conditions, timing and break fees (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 Personsif any) and the identity of the Third Party making the actual, proposed actual or potential Competing ProposalProposal and has (subject to the Protocols) disclosed to VHA any material non-public information of TPG that it has disclosed to the Third Party in connection with the Competing Proposal but not to VHA (other than information which it is not permitted by law or under the Protocols to disclose to VHA); (5e) Target TPG has given Bidder VHA at least five 5 Business Days after the date of the receipt provision of the information referred to in clause 11.6(a)(49.7(d) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and (6f) Bidder VHA 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 to the terms of the actual, proposed or potential Competing Proposal (Bidder Counterproposal) by the expiry of the five 5 Business Day period referred to in clause 11.6(a)(513.5(e), Target must procure that the Target Board considers the Bidder Counterproposal and if the Target Board, acting reasonably and in good faith, determines that the Bidder Counterproposal would provide an equivalent or superior outcome for Target Shareholders as a whole compared with the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal, then Target, Bidder and Bidder Sub (to the extent applicable) must use their best endeavours to agree the amendments to this deed, the Scheme and the Deed Poll (as applicable) that are reasonably necessary to reflect the Bidder Counterproposal and to implement the Bidder Counterproposal, in each case as soon as reasonably practicable, and Target must use its best endeavours to procure that each of the directors of Target continues to recommend the Transaction (as modified by the Bidder Counterproposal) to Target Shareholders. (c) For the purposes of this clause 11.6, each successive material modification of any Competing Proposal or potential Competing Proposal will constitute a new Competing Proposal or potential Competing Proposal, and the procedures set out in this clause 11.6 must again be followed prior to any member of the Target Group entering into any agreement, arrangement, understanding or commitment in respect of such Competing Proposal or potential Competing Proposal. 12 Reimbursement Fee (d) Despite any other provision in this deed, a statement by Target or the Target Board to the effect that: (1) the Target Board has determined that a Competing Proposal is a Superior Proposal and has commenced the matching right process set out in this clause 11.6; or (2) Target Shareholders should take no action pending the completion of the matching right process set out in this clause 11.6, does not of itself: (3) constitute a change, withdrawal, modification or qualification of the recommendation by the Target Directors or an endorsement of a Competing Proposal; (4) contravene this deed; (5) give rise to an obligation to pay the Reimbursement Fee under clause 12.2; or (6) give rise to a termination right under clause 14.1

Matching right. Without limiting clause 6.6(a), during the Exclusivity Period and if Target receives a Competing Proposal, Target must: (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, not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to under which a one or more of a Third Party, Party and/or 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 (2b) must procure that none of its directors Target Board does not change their respective recommendation in favour of the Scheme, Offer to publicly recommend an the actual, proposed or potential Competing Proposal, unless: (c) the Target Board determines that the actual, proposed or potential Competing Proposal (is or recommend against may reasonably be expected to lead to a Target Superior Proposal from the Transaction), including support or endorsement by way perspective of accepting or voting, or by way the shareholders of stating an intention to accept or vote, in respect of any Director Target Shares, or make any public statement having regard to the effect steps which that they may do so at a future point, unless: (3) the Target Board acting in good faith and in order proposes 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 Proposaltake; (4d) Target has provided Bidder with the material terms and conditions of the actual, proposed or potential Competing Proposal (Proposal, including the 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 ProposalProposal in accordance with clause 6.6; (5e) Target has given Bidder at least five 5 Business Days after the date of the receipt provision of the information referred to in clause 11.6(a)(46.7(d) to revise, or provide a matching or superior proposal proposed revisions, to the terms of Offer (as the case may be) to match or better the actual, proposed or potential Competing Proposal if Bidder so chooses in its absolute discretion; and (f) Bidder has not, within the time period referred to in clause 6.7(e), revised, or provided proposed revisions, to the Offer (as the case may be) which the Target Board determines, in good faith after receiving written advice from its external legal advisers, matches or ▇▇▇▇▇▇▇ 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 . Each party acknowledges and agrees 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 five Business Day period in clause 11.6(a)(5), Target must procure that the Target Board considers the Bidder Counterproposal and if the Target Board, acting reasonably and in good faith, determines that the Bidder Counterproposal would provide an equivalent or superior outcome for Target Shareholders as a whole compared with the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal, then Target, Bidder and Bidder Sub (to the extent applicable) must use their best endeavours to agree the amendments to this deed, the Scheme and the Deed Poll (as applicable) that are reasonably necessary to reflect the Bidder Counterproposal and to implement the Bidder Counterproposal, in each case as soon as reasonably practicable, and Target must use its best endeavours to procure that each of the directors of Target continues to recommend the Transaction (as modified by the Bidder Counterproposal) to Target Shareholders. (c) For the purposes of this clause 11.6, each successive material modification of any Competing Proposal actual, proposed or potential Competing Proposal will constitute a new Competing Proposal actual, proposed or potential Competing Proposal, and Proposal for the procedures set out in purposes of this clause 11.6 must again be followed prior to any member of the Target Group entering into any agreement, arrangement, understanding or commitment in respect of such Competing Proposal or potential Competing Proposal. 12 Reimbursement Fee (d) Despite any other provision in this deed, a statement by Target or the Target Board to the effect that: (1) the Target Board has determined that a Competing Proposal is a Superior Proposal and has commenced the matching right process set out in this clause 11.6; or (2) Target Shareholders should take no action pending the completion of the matching right process set out in this clause 11.6, does not of itself: (3) constitute a change, withdrawal, modification or qualification of the recommendation by the Target Directors or an endorsement of a Competing Proposal; (4) contravene this deed; (5) give rise to an obligation to pay the Reimbursement Fee under clause 12.2; or (6) give rise to a termination right under clause 14.16.7.

Matching right. (a) ‌ Without limiting clause 11.1clauses 9.2 and 9.3, 11.2, 11.4 or 11.5 during the Exclusivity Period, TargetXref: (1a) must 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 one or more of a Third Party, Target Xref or any Related Body Corporate of Target or any combination of the foregoing, both proposes or propose to undertake or give effect to an actual, proposed or potential Competing ProposalTransaction (which for the avoidance of doubt, does not prohibit a member of the Xref Group entering into a confidentiality agreement in relation to an actual, proposed or potential Competing Transaction permitted by clause 9.5); andand‌ (2b) subject to any change or withdrawal of a recommendation by any member of the Xref Board that is permitted by clause 6, must procure that none of its directors change change, withdraw, adversely modify or qualify 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, Scheme or make any public statement to the effect that they may do so at a future point, including publicly recommending an actual, proposed or potential Competing Transaction (or recommend against the Scheme), unless: (3c) the Target actual, proposed or potential Competing Transaction hasn’t arisen, or been furthered, as a result of Xref’s breach of clause 9.2, 9.3 or 9.4; (d) the Xref Board acting in good faith and in order to satisfy what the Target Xref Board Members consider considers to be their its statutory or fiduciary duties (having received written legal advice from its external legal advisers) ), determines that the actual, proposed or potential Competing Proposal Transaction is a Superior Proposal; (4e) Target Xref has provided Bidder SEEK with the material terms and conditions of the actual, proposed or potential Competing Proposal (Transaction in accordance with clause 9.6, 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 third party making the actual, proposed or potential Competing Proposal;Transaction;‌ (5f) Target Xref has given Bidder SEEK at least five 5 Business Days after the date of the receipt provision of the information referred to in clause 11.6(a)(49.8(e) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing ProposalTransaction; andand‌ (6g) Bidder SEEK 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 Transaction by the expiry of the five 5 Business Days Day period referred to in clause 11.6(a)(5). (b) If Bidder proposes to Target, or announces, amendments to the Scheme or a new proposal 9.8(f).‌ Xref acknowledges and agrees that constitute a matching or superior proposal to the terms each successive modification of the any actual, proposed or potential Competing Proposal (Bidder Counterproposal) by the expiry of the five Business Day period in clause 11.6(a)(5), Target must procure that the Target Board considers the Bidder Counterproposal and if the Target Board, acting reasonably and in good faith, determines that the Bidder Counterproposal would provide an equivalent or superior outcome for Target Shareholders as a whole compared with the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal, then Target, Bidder and Bidder Sub (to the extent applicable) must use their best endeavours to agree the amendments to this deed, the Scheme and the Deed Poll (as applicable) that are reasonably necessary to reflect the Bidder Counterproposal and to implement the Bidder Counterproposal, in each case as soon as reasonably practicable, and Target must use its best endeavours to procure that each of the directors of Target continues to recommend the Transaction (as modified by the Bidder Counterproposal) to Target Shareholders. (c) For the purposes of this clause 11.6, each successive material modification of any Competing Proposal or potential Competing Proposal will constitute a new Competing Proposal actual, proposed or potential Competing Proposal, Transaction for the purposes of the requirements under clause 9.8(f) and the procedures set out in accordingly Xref must comply with clause 9.8(f) and clause 9.8(g) of this clause 11.6 must again be followed prior to any member of the Target Group entering into any agreement, arrangement, understanding or commitment in respect of such Competing Proposal any new actual, proposed or potential Competing Proposal. 12 Reimbursement Fee Transaction unless clause 9.8(a) to 9.8(g) (dinclusive) Despite any other provision in this deed, a statement by Target or the Target Board to the effect that: (1) the Target Board has determined that a Competing Proposal is a Superior Proposal and has commenced the matching right process set out in this clause 11.6; or (2) Target Shareholders should take no action pending the completion of the matching right process set out in this clause 11.6, does not of itself: (3) constitute a change, withdrawal, modification or qualification of the recommendation by the Target Directors or an endorsement of a Competing Proposal; (4) contravene this deed; (5) give rise to an obligation to pay the Reimbursement Fee under clause 12.2; or (6) give rise to a termination right under clause 14.1apply.