Matching Rights definition

Matching Rights. If the Company or any of its Representatives receives a Competing Proposal which is, or is reasonably likely to constitute, a Superior Proposal, then: F or p er so na l u se o nl 3679077 v1 34 (a) the Company must as soon as reasonably practicable give Apax a notice setting out all material terms of the Competing Proposal, including the person who has made the Competing Proposal, the amount and form of consideration to be offered, the conditions to which it is subject and the proposed timetable; and (b) from the time that the Company receives the Competing Proposal until the day that is five Business Days after the Company gives notice to Apax under clause 13.9(a) (the "Matching Period"): (i) the Company must not enter into, or agree to enter into, any binding documentation to give effect to or implement the Competing Proposal; (ii) the Company must use its best endeavours to ensure that no Trade Me Director makes any public statement recommending the Competing Proposal to Shareholders; and (iii) Apax may offer to amend the terms of the Scheme and this agreement or make an alternative proposal to the Company or to Shareholders with a view to providing an equivalent or a superior outcome for Shareholders than that offered under the relevant Competing Proposal (being a "Counter Proposal").
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Matching Rights has the meaning set forth in Section 5.2.5.
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Examples of Matching Rights in a sentence

  • The Matching Rights Notice shall be accompanied by a Binding Term Sheet executed by Merial reflecting the same terms and conditions set forth in the original Third Party Divestment Notice; provided, however, that to the extent the Third Party Divestment Notice contemplates payment of non-cash consideration, Merial reserves the right to substitute an equivalent cash consideration therefor.

  • If Merial fails to deliver its Matching Rights Notice within the Matching Rights Period, the Company shall be permitted to consummate the Third Party Divestment pursuant to the terms set forth in its Third Party Divestment Notice.

  • In the event Investor declines to exercise its Pre-Closing Matching Rights with respect to such Superior Transaction Proposal, the Company may engage in discussions or negotiations with, or provide any confidential information to, the third party in connection with the Superior Transaction Proposal, and may enter into a Superior Transaction; provided, that the Company must comply with the provisions of Section 8 hereto (including Section 8.4).

  • If Company so elects, then DWA will (or will cause such DWA Affiliate to) enter into an Additional License Addendum with Company to include the applicable DWA IP in the Licenses on the terms and conditions set forth in the Company Matching Rights Notice, and the Parties will agree upon and enter into the Additional License Addendum on the terms and conditions set forth in the Company Matching Right Notice prior to the Company Matching Right Expiration Date.

  • In the event the Company determines that the proposed unsolicited Business Combination Transaction qualifies as a Superior Transaction Proposal, the Company will be required to offer Investor the Pre-Closing Matching Rights pursuant to Section 8 hereto.

  • In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or such party’s successors or assigns, shall be brought and determined exclusively in the state or federal courts of the State of Delaware.

  • The Assignee hereby accepts the foregoing assignment and assumes all of the liabilities and obligations of the Assignor under the ▇▇▇▇▇▇▇▇▇ Option Matching Rights.

  • This Agreement is effective as of the Effective Date and will terminate at the earliest to occur of (a) the end of the Term, (b) the Initial Public Offering, (c) a Change of Control, and (d) only with respect to Bayer’s Last Matching Rights, Bayer and/or its Affiliates ceasing to hold at least 30% of the fully-diluted equity securities in the Company (or a successor thereto).

  • Assignor hereby assigns and transfers to the Assignee all of Assignor’s right, title and interest in, to and under the ▇▇▇▇▇▇▇▇▇ Option Matching Rights.