Common use of Matching right Clause in Contracts

Matching right. Without limiting clause 6.1 during the Exclusivity Period, the Target: (a) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, the Target or both proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and (b) must use its best endeavours to procure that none of its Directors change their recommendation in favour of the Takeover Bid to publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Takeover Bid), unless: (c) the Board acting in good faith and in order to satisfy what the members of the Board consider to be their statutory or fiduciary duties determines that the Competing Proposal would be or would be likely to be an actual, proposed or potential Superior Proposal; (d) the Target has provided the Bidder with the material terms and conditions of the actual, proposed or potential Competing Proposal, including price and the identity of the Third Party making the actual, proposed or potential Competing Proposal; (e) the Target has given the Bidder at least 2 Business Days after the date of the provision of the information referred to in clause 6.3(d) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and (f) the Bidder has not announced a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 2 Business Day period in clause 6.3(e).

Matching right. Without limiting clause 6.1 8.1, during the Exclusivity Period, the TargetIOH: (a) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, the Target IOH or both proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and (b) must use its best endeavours to procure that none of its Directors change their recommendation in favour of the Takeover Bid to publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Takeover Bid), unless: (c) the IOH Board acting in good faith and in order to satisfy what the members of the IOH Board consider to be their statutory or fiduciary duties determines that the Competing Proposal would be or would be likely to be an actual, proposed or potential Superior Proposal; (d) the Target IOH has provided the Bidder BC Iron with the material terms and conditions of the actual, proposed or potential Competing Proposal, including price and the identity of the Third Party making the actual, proposed or potential Competing Proposal; (e) the Target IOH has given the Bidder BC Iron at least 2 3 Business Days after the date of the provision of the information referred to in clause 6.3(d8.4(d) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and (f) the Bidder BC Iron has not announced a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 2 3 Business Day period in clause 6.3(e)8.4(e) above.