Common use of Matching right Clause in Contracts

Matching right. Without limiting clauses 10.2 and 10.3, during the Exclusivity Period, Westfield: (a) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, Westfield or both proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and (b) must procure that none of the Westfield Directors change their recommendation in favour of the Schemes to publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Schemes), unless: (c) the Westfield Board acting in good faith and in order to satisfy what the Westfield Board consider to be their statutory or fiduciary obligations (having received written advice from its external legal advisers who must be reputable advisers experienced in transactions of this nature), determines that the Competing Proposal would be or would be reasonably likely to be an actual, proposed or potential Superior Proposal; (d) Westfield has provided Unibail 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) Westfield has given Unibail at least 7 days after the date of the provision of the information referred to in clause 10.8(d) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and (f) Unibail has not announced or otherwise formally proposed to Westfield a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 7 day period referred to in clause 10.8(e). Any modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal) will be taken to make that proposal a new Competing Proposal in respect of which ▇▇▇▇▇▇▇▇▇ must comply with its obligations under this clause 10.8 again.

Matching right. Without limiting clauses 10.2 and 10.3clause 13.1, during the Exclusivity Period, WestfieldTPG: (a) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, Westfield TPG or both proposes or propose to undertake or give effect to an actual, proposed actual or potential Competing Proposal; and (b) must use its best endeavours to procure that none of the Westfield Directors its directors change their recommendation in favour of the Schemes Scheme to publicly recommend an actual, proposed actual or potential Competing Proposal (or recommend against the SchemesScheme), unless: (c) the Westfield TPG Board acting in good faith and in order to satisfy what the Westfield TPG Board consider considers to be their its statutory or fiduciary obligations duties (having received written advice from its external legal advisers who must be reputable advisers experienced in transactions of this natureadvisers), determines that the Competing Proposal would be or would be reasonably likely to be an actual, proposed or potential is a Superior Proposal; (d) Westfield TPG has provided Unibail VHA with the material terms and conditions of the actual, proposed actual or potential Competing Proposal, including price price, conditions, timing and break fees (if 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); (e) Westfield TPG has given Unibail VHA at least 7 days 5 Business Days after the date of the provision of the information referred to in clause 10.8(d9.7(d) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and (f) Unibail VHA has not announced or otherwise formally proposed to Westfield a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 7 day 5 Business Day period referred to in clause 10.8(e13.5(e). Any modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal) will be taken to make that proposal a new Competing Proposal in respect of which ▇▇▇▇▇▇▇▇▇ must comply with its obligations under this clause 10.8 again.