Common use of Matching right Clause in Contracts

Matching right. (a) During the Exclusivity Period, QTMB: (i) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third party or QTMB proposes to undertake or give effect to a Competing Transaction; and (ii) must use its best endeavours to procure that none of its directors change their recommendation in favour of the Demutualisation and the Scheme to publicly recommend a Competing Transaction, unless: (iii) the QTMB Board acting in good faith determines that the Competing Transaction would or would likely to be a Superior Proposal; (iv) QTMB has provided RACQ with the material terms and conditions of the Competing Transaction, including price and the identity of the party making the proposal; and (v) QTMB has given RACQ at least ten Business Days after the provision of the information referred to in clause 10.7(a)(iv) to provide a matching or superior proposal (Matching Offer) to the terms of the Competing Transaction. (b) This clause 10.7 has repeating applications so that if any further proposal which constitutes a Competing Transaction is made after RACQ has made a Matching Offer, QTMB must comply with clauses 10.7(a)(i) and (ii) of this clause in respect of any new Competing Transaction, unless clauses 10.7(a)(iii) to (v) (inclusive) apply. (c) The QTMB Board must consider the Matching Offer and if it determines, acting in good faith, that the Matching Offer would provide an outcome that is more favourable to QTMB Members than the relevant Competing Transaction, QTMB and RACQ must use their best endeavours to agree any amendments to this document and the contents of the Scheme Booklet, 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 Matching Offer, in each case, as soon as reasonably practicable.

Matching right. (a) During the Exclusivity Period, QTMBQMS must: (i) not, and must procure that its Authorised Persons do not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third party or QTMB proposes to undertake or give effect in relation to a Competing TransactionProposal; and (ii) must use its best endeavours direct each QMS Independent Director not to procure that none of its directors withdraw, change their or modify his or her recommendation or voting intention (as set out in favour of the Demutualisation and the Scheme clause 6) in response to publicly recommend a Competing TransactionProposal, or publicly recommend, support or endorse a Competing Proposal, unless: (iii) the QTMB Board acting in good faith determines that the Competing Transaction would or would likely to be Proposal is a Superior Proposal; (iv) QTMB QMS has provided RACQ Bidder with the material terms and conditions of the Competing TransactionProposal, including price and the identity of the party any person(s) making the Competing Proposal, the price, conditions and proposed timing of the proposal; and; (v) QTMB QMS has given RACQ Bidder at least ten 3 Business Days after the provision of all of the information referred to in clause 10.7(a)(iv11.7(a)(iv) to provide a matching proposal that is no less favourable to QMS Shareholders or is superior proposal (Matching Offer) to the terms Competing Proposal (Updated Bidder Proposal); and (vi) Bidder has not provided a Updated Bidder Proposal which the QMS Directors determine (acting reasonably and in good faith) would be reasonably likely to provide an outcome for QMS Shareholders that is no less favourable or more favourable to QMS Shareholders as a whole than the relevant Competing Proposal (having regard to matters including, but not limited to, consideration, conditionality, funding, certainty and timing) by the expiry of the Competing Transactionperiod referred to in clause 11.7(a)(v). (b) This clause 10.7 has repeating applications so that if any further proposal which constitutes a Competing Transaction is made after RACQ has made a Matching Offer, QTMB must comply with clauses 10.7(a)(i) and (ii) of QMS’s obligations under this clause 11.7 apply in respect of any each new Competing Transaction, unless clauses 10.7(a)(iii) Proposal and any material variation or amendment to (v) (inclusive) applya Competing Proposal. (c) The QTMB Board must consider the Matching Offer and if it determines, acting in good faith, that the Matching Offer would provide an outcome that is more favourable to QTMB Members than the relevant Competing Transaction, QTMB and RACQ must use their best endeavours to agree any amendments to this document and the contents of the Scheme Booklet, 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 Matching Offer, in each case, as soon as reasonably practicable.