Common use of Matching right Clause in Contracts

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) During the Exclusivity Period, the TargetTarget must: (i) not, and must not procure that its Related Bodies Corporate do not, enter into any legally binding agreement pursuant agreement, arrangement or understanding (whether conditional or otherwise) in relation to which a Third Party undertakes to give effect to the implementation of any Competing Proposal; or (ii) ensure that no Target director: A. withdraws, changes or in any way qualifies his or her Recommendation or Voting Intention (other than as permitted by this agreement); or B. recommends, supports or endorses a Competing Proposal, unless: (iiiii) the Competing Proposal is a Superior Proposal; and (iv) Target has provided the Bidder with written notification of all of the material terms and conditions of the Competing Proposal (including details the fact that the Competing Proposal has been made, the detail and identity of the party or parties making the proposalCompeting Proposal (and if different, details and identity of the proposed bidder or acquirer);, the terms and conditions of the Competing Proposal and any material updates to the Competing Proposal); and (iiiv) as at the Target has given the Bidder at least 5 date that is three Business Days after the provision of date on which Target provided Bidder with such terms and conditions, either: A. Bidder has not proposed an amendment to the information referred to in paragraph 8.5(a)(ii) above to provide Scheme which constitutes an irrevocable binding offer of a matching or superior proposal to the terms of the relevant Competing Proposal Target (Bidder Counter Proposal); andor (iv) the B. Bidder has not in that time period provided delivered a Bidder Counter Proposal that to Target which the Target directors determine has terms Board, acting in good faith, determines (after having taken written advice from Target’s external legal and conditions financial advisers) is not more favourable (taken as a whole) that match or are more favourable to Target Shareholders than those the Competing Proposal. Target’s obligations under this clause 9.6(a) apply in respect of the relevant each new Competing Proposal and that would deliver any variation or amendment to 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 existing Competing Proposal, consider the Bidder Counter Proposal in good faith. (c) . If the Target directors determine Board determines, acting in good faith and having taken the advice from its legal and financial advisers, that the terms and conditions of the Bidder Counter Proposal (taken as a whole) whole are more at least as favourable than to Target Shareholders as those of the relevant Competing Proposal and would deliver a superior outcome for Target ShareholdersProposal, the then: (i) Target and the Bidder must each use their reasonable best endeavours to agree and enter into such amendments to this agreement and the Scheme and such other documentation as is are necessary to give effect to and implement the Bidder Counter Proposal as soon as reasonably practicable; and (ii) promptly following such amendments or documentation having been agreed and entered into, and Target must ensure that the Target must use Board publicly announces its best endeavours to procure that each unanimous recommendation of its directors makes a public statement recommending the Bidder Counter Proposal to Target Shareholders▇▇▇▇▇▇▇ Proposal.

Matching right. (a) During Without limiting clause ‎8.3, during the Exclusivity Period, the TargetTarget must: (i) must not enter into any legally binding agreement pursuant to agreement, arrangement or understanding (whether or not in writing) under which a Third Party undertakes third party, Target or both propose to undertake or give effect to a Target Competing Proposal; (ii) ensure that none of Target Directors changes, withdraws or modifies their recommendation of the Takeover Bid in favour of a Target Competing Proposal, unless: (iiiii) the Target Board, acting reasonably and in good faith, has determined that the Target Competing Proposal is, or would reasonably likely lead to, a Superior Proposal; (iv) Target has complied with its notification obligations under clause ‎8.5(a) and is not in breach of its obligations under clauses ‎8.3 and ‎8.4; (v) Target has first given Bidder 5 Business Days’ notice in writing of the proposed action described in clause ‎8.6(a)(i) and/or ‎8.6(a)(ii); (vi) Target has provided the to Bidder with that notice the material terms and conditions of the Target Competing Proposal including the price or implied value, payment terms, form of consideration, timing, break fee (including details if any) and the identity of the party making the proposal); (iii) proponent of 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 (ivvii) the Bidder in relation to clause ‎8.6(a)(ii), clause ‎5.1(c)(ii) 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 Shareholdersbeen satisfied. (b) The Target must use its reasonable endeavours During the 5 Business Day period referred to procure that its directorsin clause ‎8.6(a)(v), within 3 Business Days of receiving Bidder will have the right to offer a counter proposal (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 will provide a superior outcome for Target Shareholders, Shareholders than the applicable Target Competing Proposal and if it does so offer: (i) Target and the Bidder must each use their reasonable best endeavours to agree and enter into such documentation as is any amendments to this Agreement that are necessary to give effect to and implement reflect the Bidder Counter Proposal as soon as reasonably practicable, and the Proposal; and (ii) Target must use its best endeavours to procure that each of its directors makes a public statement recommending Target Directors recommend the Bidder Counter Proposal to Target ShareholdersShareholders and not the applicable Target Competing Proposal. (c) Any modification to any Target Competing Proposal will constitute a new Target Competing Proposal for the purposes of this clause 8.6.

Matching right. (a) During Without limiting clause 8.3, during the Exclusivity Period, the TargetTarget must: (i) must not enter into any legally binding agreement pursuant to agreement, arrangement or understanding (whether or not in writing) under which a Third Party undertakes third party, Target or both propose to undertake or give effect to a Target Competing Proposal; (ii) ensure that none of Target Directors changes, withdraws or modifies their recommendation of the Takeover Bid in favour of a Target Competing Proposal, unless: (iiiii) the Target Board, acting reasonably and in good faith, has determined that the Target Competing Proposal is, or would reasonably likely lead to, a Superior Proposal; (iv) Target has complied with its notification obligations under clause 8.5(a) and is not in breach of its obligations under clauses 8.3 and 8.4; (v) Target has first given Bidder 5 Business Days’ notice in writing of the proposed action described in clause 8.6(a)(i) and/or 8.6(a)(ii); (vi) Target has provided the to Bidder with that notice the material terms and conditions of the Target Competing Proposal including the price or implied value, payment terms, form of consideration, timing, break fee (including details if any) and the identity of the party making the proposal); (iii) proponent of 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 (ivvii) the Bidder in relation to clause 8.6(a)(ii), clause 5.1(c)(ii) 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 Shareholdersbeen satisfied. (b) The Target must use its reasonable endeavours During the 5 Business Day period referred to procure that its directorsin clause 8.6(a)(v), within 3 Business Days of receiving Bidder will have the right to offer a counter proposal (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 will provide a superior outcome for Target Shareholders, Shareholders than the applicable Target Competing Proposal and if it does so offer: (i) Target and the Bidder must each use their reasonable best endeavours to agree and enter into such documentation as is any amendments to this Agreement that are necessary to give effect to and implement reflect the Bidder Counter Proposal as soon as reasonably practicable, and the Proposal; and (ii) Target must use its best endeavours to procure that each of its directors makes a public statement recommending Target Directors recommend the Bidder Counter Proposal to Target ShareholdersShareholders and not the applicable Target Competing Proposal. (c) Any modification to any Target Competing Proposal will constitute a new Target Competing Proposal for the purposes of this clause 8.6.