Matching right. (a) Without limiting clause 15.1, during the Exclusivity Period, Asciano:
(1) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, Asciano or both proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and
(2) must use its best endeavours to procure that none of its directors change their recommendation in favour of either of the Transactions to publicly recommend an actual, proposed or potential Competing Proposal (or recommend against either of the Transactions), unless:
(3) the Asciano Board acting in good faith and in order to satisfy what the Asciano Board Members consider to be their statutory or fiduciary duties (having received written advice from its external legal advisers) determines that the Competing Proposal would be or would be likely to be an actual, proposed or potential Superior Proposal;
(4) Asciano has provided Brookfield 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;
(5) Asciano has given Brookfield at least 5 Business Days after the date of the provision of the information referred to in clause 15.4(a)(4) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and
(6) Brookfield has not announced a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 5 Business Day period in clause 15.4(a)(5).
(b) If Brookfield proposes to Asciano, or announces, amendments to the Scheme or the Takeover Bid or a new proposal that constitute a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal (Bidder Counterproposal) by the expiry of the 5 Business Day period in clause 15.4(a)(5), Asciano must procure that the Asciano Board considers the Bidder Counterproposal and if the Asciano Board, acting reasonably and in good faith, determines that the Bidder Counterproposal would provide an equivalent or superior outcome for Asciano Shareholders as a whole (other than Excluded Shareholders) compared with the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal, then Asciano and Brookfield must use their best endeavours to agree the amendments to this d...
Matching right. (a) If BTH is permitted by virtue of clause 9.7 to engage in activity that would otherwise breach any of clauses 9.3 or 9.4, BTH must ensure that it has in place, or enters into, a confidentiality agreement with the person who has made the applicable Competing Proposal (Rival Acquirer) on customary terms and must not enter into any other agreement, understanding or commitment in respect of a Competing Proposal or a potential Competing Proposal except as permitted by clause 9.6(b).
(b) If BTH receives an actual, proposed or potential Competing Proposal and as a result, any BTH director proposes to either:
(i) change, withdraw or modify his or her BTH Recommendation or BTH Voting Intention; or
(ii) approve or recommend entry into any agreement, commitment, arrangement or understanding relating to the actual, proposed or potential Competing Proposal (other than a confidentiality agreement contemplated by clause 9.6(a)), no BTH director must do so until each of the following has occurred:
(iii) the relevant BTH director has made the determination contemplated by clause 9.7(b) in respect of that actual, proposed or potential Competing Proposal;
(iv) BTH has given SPAC written notice (Relevant Notice) of the BTH director’s proposal to take the action referred to in clauses 9.6(b)(i) or 9.6(b)(ii) (subject to SPAC’s rights under clause 9.6(d));
(v) subject to clause 9.6(c), BTH has given SPAC all information required by clause 9.5(b); Xxxxxxx + Xxxxx page | 49
(vi) SPAC’s rights under clause 9.6(d) have been exhausted; and
(vii) the BTH directors have made the determination contemplated by clause 9.7(b) in respect of that actual, proposed or potential Competing Proposal after SPAC’s rights under clause 9.6(d) have been exhausted and after evaluation of any Counter Proposal.
(c) Prior to giving SPAC the information under clause 9.6(b)(v), BTH must advise the Rival Acquirer that the Rival Acquirer’s name and other details which may identify the Rival Acquirer, as well as the key terms of the actual, proposed or potential Competing Proposal, will be provided by BTH to SPAC on a confidential basis.
(d) If BTH gives a Relevant Notice to SPAC under clause 9.6(b)(iv), SPAC will have the right, but not the obligation, at any time during the period of 4 Business Days following the receipt of the Relevant Notice, to amend the terms of the Transaction including increasing the amount of consideration offered under the Transaction or proposing any other form of transaction (e...
Matching right. (a) Prior to Company (or any Company Subsidiary) entering into any binding or definitive agreement or other arrangement with any third Person with respect to any Company Third Party Transaction following the negotiations described in Section 4.4(b), Company will send written notice to DWA (the “DWA Matching Right Notice”), which notice must contain the material terms and conditions (financial and otherwise) of any such proposed agreement or other arrangement.
(b) For a period of thirty (30) days following DWA’s receipt of the DWA Matching Right Notice (the thirtieth (30th) day following the date of such receipt, the “DWA Matching Right Expiration Date”), DWA or an Affiliate of DWA may elect to enter into an agreement with Company (or the applicable Company Subsidiary) on the terms and conditions described in the Matching Right Notice. If DWA or such Affiliate so elects, then Company will (or will cause such Company Subsidiary to) enter into an agreement with DWA or such Affiliate on the terms and conditions set forth in the DWA Matching Right Notice, and the Parties will agree upon and enter into an agreement on the terms and conditions set forth in the DWA Matching Right Notice prior to the DWA Matching Right Expiration Date. If DWA or such Affiliate does not elect to enter into such an agreement with Company (or the applicable Company Subsidiary), or the Parties are unable to agree upon and enter into an agreement prior to the DWA Matching Right Expiration Date, then Company (or such Company Subsidiary) may enter into a definitive agreement with the relevant third Person on the terms and conditions set forth in the DWA Matching Right Notice; provided, however, that if Company (or such Company Subsidiary) and such third Person do not enter into a definitive agreement and consummate the applicable Company Third Party Transaction prior to the thirtieth (30th) day following the DWA Matching Right Expiration Date, the provisions of Sections 4.4 and 4.5 will again apply to any such Company Third Party Transaction.
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. During the Exclusivity Period:
(a) Target must use reasonable endeavours to procure that none of its directors publicly recommend a Competing Proposal, unless:
(i) Target has provided Bidder with written notification of the material terms and conditions of the Competing Proposal; and
(ii) Target has given Bidder at least two Business Days after the provision of the information referred to in paragraph 9.6(a)(i) to provide an irrevocable offer to Target that is more favourable as a whole to Target Shareholders than the terms of the relevant Competing Proposal (Bidder Counter Proposal).
(b) Target must use reasonable endeavours to procure that its directors, within 72 hours of receiving the Bidder Counter Proposal, consider any Bidder Counter Proposal in good faith and, if the Target directors determine, 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 are more favourable to Target Shareholders than those of the relevant Competing Proposal, Target and 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 Target must use reasonable endeavours to procure that each of its directors makes a public statement recommending the Bidder Counter Proposal to Target Shareholders.
Matching right. Without limiting clause 11.1 during the Exclusivity Period, Veda:
(a) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, proposes to undertake or give effect to a Competing Proposal; and
(b) must do all things reasonably within its power to procure that none of its directors change their recommendation in favour of the Scheme to publicly recommend a Competing Proposal (or recommend against the Scheme by reason of a Competing Proposal), unless:
(c) Vxxx receives a bona fide written Competing Proposal which did not result from a breach of this clause 11, and the Veda Board, acting in good faith, after consultation with its external legal and financial advisers, determines that such Competing Proposal constitutes a Superior Proposal;
(d) Vxxx has provided Bidder with reasonable details of the approach, including the identity of the person making the Competing Proposal and the price and terms of the Competing Proposal;
(e) Veda has given Bidder 4 Business Days after the date of the provision of the information referred to in clause 11.4(d) to provide a matching or superior proposal to the terms of the Competing Proposal (and, if required by Bidder, Veda has negotiated with Bidder in good faith during such period regarding any revisions to the terms of the transaction proposed by Bidder in response to the Competing Proposal); and
(f) Bidder has not made or announced a matching or superior proposal to the terms of the Competing Proposal by the expiry of the 4 Business Day period in clause 11.4(e) above.
Matching right. (a) Without limiting clause 10.1, during the Exclusivity Period, Carbon Revolution:
(1) must not, and must procure that each of its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which one or more of a Third Party, Carbon Revolution or any Related Body Corporate of Carbon Revolution proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and
(2) must procure that none of the Carbon Revolution Board Members change their recommendation in favour of the Scheme and the Capital Reduction, publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Transaction) or make any public statement to the effect that they may do so at a future point (provided that a statement that no action should be taken by Carbon Revolution Shareholders pending the assessment of a Competing Proposal by the Carbon Revolution Board or the completion of the matching right process set out in this clause 10.4 shall not contravene this clause 10.4, provided that Carbon Revolution uses its best endeavours to procure that the Carbon Revolution Board publicly reaffirms its recommendation in favour of the Transaction when making any such statement and also subject to any change of recommendation by the Carbon Revolution Board that is permitted by clause 5.11(b)), unless:
(3) the Carbon Revolution Board acting in good faith and in order to satisfy what the Carbon Revolution Board Members consider to be their statutory or fiduciary duties (having received written legal advice from its external Australian legal advisers) determines that the Competing Proposal is, or would be reasonably likely to be, an actual, proposed or potential, Superior Proposal;
(4) Carbon Revolution has provided the SPAC with the material terms and conditions of the actual, proposed or potential Competing Proposal (including price and form of consideration, conditions precedent, proposed deal protection arrangements and timetable) (in each case, to the extent known) and the identity of the Third Party making the actual, proposed or potential Competing Proposal;
(5) Carbon Revolution has given the SPAC at least five Business Days after the date of the provision of the information referred to in clause 10.4(a)(4) to provide a matching or superior counter-proposal to the terms of the actual, proposed or potential Competing Proposal; and
(6) the SPA...
Matching right. 11.1 The Offeror may amend the terms of the Proposal at any time and from time to time in accordance with the Clause 11 (subject always to the provisions of the Code and/or with the consent of the Panel).
11.2 The Company agrees that if the Directors determine (whether before or after the Proposal is formally announced for the purposes of Rule 2.5 of the Code) that any Independent Competing Offer may constitute a Superior Proposal, the Company will promptly confirm to the Offeror in writing (a “Superior Proposal Notice”) that such Independent Competing Offer may constitute a Superior Proposal, provide the Offeror with the material details of such Independent Competing Offer that led the Directors to determine that such Independent Competing Offer constituted a Superior Proposal (including, but not limited to, the offer price and nature of consideration contained in and, subject to any confidentiality obligations, the identity of any persons involved in the Superior Proposal), and notify the Offeror that it has convened a meeting of the Directors to consider whether or not to recommend the Superior Proposal and of the time and date of such meeting (which will be no sooner than midday on the third Business Day after the date of the Superior Proposal Notice) (the “Recommendation Board Meeting”).
11.3 Subject to the Code, the Company agrees to procure that the Directors will not recommend any Independent Competing Offer (whether or not such Independent Competing Offer is a Superior Proposal and whether before or after a formal announcement pursuant to Rule 2.5 of the Code is made by or on behalf of the Offeror) until the Recommendation Board Meeting.
11.4 If:
11.4.1 the Offeror confirms to the Company by no later than 5.00 p.m. on the Business Day prior to the Recommendation Board Meeting, that it intends to increase the Offer to a price per Company Share equal to or greater than that provided under the Superior Proposal, or to make an offer or proposal which would, in the reasonable opinion of Company’s financial advisor, provide equal or superior financial value to Company shareholders in comparison to such Superior Proposal (the “Revised Offer”); and
11.4.2 the Offeror confirms to either the Directors or the Company’s financial adviser prior to the Recommendation Board Meeting that it is ready to announce, or announces, the Revised Offer, the Directors will make a unanimous and unqualified recommendation of the Revised Offer to the Company Shareholders and ...
Matching right. If Writer receives a bona fide offer from a third party (the “Third Party Offer”) at any time during the Retention Period, to enter into an agreement with Writer to purchase, publish, administer or otherwise acquire an interest in all, or any portion of, the Retained Interest in the Subject Compositions, or any of them, and Writer desires to sell or otherwise convey, such interest, Writer agrees to first offer to enter into an agreement with Publisher (the “Offer to Publisher”) on the same terms and conditions offered by that third party. The Offer to Publisher must specify all of the terms and conditions of the Third Party Offer. If Publisher does not agree to match the Third Party Offer within fifteen (15) days following the date of receipt of the Third Party Offer by Publisher, Writer will have the right to accept the Third Party Offer. However, the agreement with that third party must be consummated within one hundred twenty (120) days after the receipt of the Offer to Publisher and the agreement with such third party may only be concluded upon all the same terms and conditions as contained in the Offer to Publisher. If such agreement is not so concluded, Writer will not enter into an agreement concerning the Retained Interest in the Subject Compositions, or any portion of the Retained Interest in the Subject Compositions, without again offering such interest to Publisher as provided above. Publisher shall not be required, as a condition of accepting any Offer to Publisher, to agree to any terms or conditions which cannot be fulfilled by Publisher as readily as by any other Person.
Matching right. (a) Opportunity to match: Without limiting clause 10.1, during the Exclusivity Period, Abano:
(i) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, Abano or both agree to implement, undertake or give effect to a Competing Transaction; and
(ii) must procure that none of the Abano Directors:
(A) adversely change, withdraw, qualify or modify the Director Recommendation or Director Intentions Statement after the Initial Announcement is made; or unless:
(iii) Abano has received a Competing Transaction which is a Superior Proposal;
(iv) Abano has provided Bidco with:
(A) written notification of the material terms and conditions of the Superior Proposal (including price and details of the Third Party making the proposal); and
(B) at the same time, any New Information provided to the Third Party proposing the Superior Proposal (or that Third Party’s Representatives) to the extent not already provided under clause 10.7(d);
(v) Abano has given Bidco at least five Business Days after the provision of the information referred to in clause 10.8(a)(iv) to provide an irrevocable offer of a matching or superior proposal to the terms of the relevant Superior Proposal; and
(vi) Bidco has not provided Abano with a matching or superior proposal to the terms of the relevant Superior Proposal by the expiry of the five Business Day period referred to in clause 10.8(a)(v) which, if accepted by Abano, will be legally binding on Bidco.
