Common use of Matching right Clause in Contracts

Matching right. (a) Without limiting clauses 7.2 or 7.3, APD must: (i) 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 a third party, APD or both proposes or propose to undertake or give effect to a Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements); and (ii) procure that no APD Director publicly changes or withdraws his or her recommendation in favour of the Schemes to publicly recommend a Competing Proposal (or publicly recommends against the Scheme), unless: (iii) the APD Board has determined, acting in good faith and after consultation with its financial adviser, that the Competing Proposal is a Superior Proposal; (iv) APD has provided Bidder with the material terms and conditions of the Competing Proposal (including price, the identity of the Third Party making the Competing Proposal, form of consideration, proposed deal protection provisions, any break or reimbursement fee, proposed timing and any conditions precedent) and has confirmed that, subject to the operation of this clause 7.5, it intends to enter into an agreement to give effect to the Competing Proposal; and (v) within five Business Days after the date on which Xxxxxx receives the information referred to in clause 7.7(a)(iv), Bidder does not provide to APD a counterproposal (Bidder Counterproposal) that the APD Board determines, acting in good faith and after consultation with its financial adviser, would produce an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made. (b) If Bidder makes a Bidder Counterproposal before the deadline specified in clause 7.7(a)(v), and the APD Board has determined that such Bidder Counterproposal would produce an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made, then:‌ (i) Bidder and APD must each use reasonable endeavours to agree the transaction documentation required to implement the Bidder Counterproposal as soon as reasonably practicable; and (ii) subject to such transaction document being so agreed, APD must use its best endeavours to procure that each member of the APD Board continues to recommend the Schemes (as modified by the Bidder Counterproposal) to APD Securityholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.

Matching right. (a) Without limiting If BTH is permitted by virtue of clause 9.7 to engage in activity that would otherwise breach any of clauses 7.2 9.3 or 7.39.4, APD mustBTH 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) notchange, and must procure that each of its Related Bodies Corporate do not, enter withdraw or modify his or her BTH Recommendation or BTH Voting Intention; or (ii) approve or recommend entry into any legally binding agreement, commitment, arrangement or understanding (whether relating to the actual, proposed or not in writing) pursuant to which a third party, APD or both proposes or propose to undertake or give effect to a potential Competing Proposal (other thanthan a confidentiality agreement contemplated by clause 9.6(a)), for the avoidance of doubt, non-disclosure agreements); and (ii) procure that no APD Director publicly changes or withdraws his or her recommendation in favour BTH director must do so until each of the Schemes to publicly recommend a Competing Proposal (or publicly recommends against the Scheme), unlessfollowing has occurred: (iii) the APD Board relevant BTH director has determinedmade the determination contemplated by clause 9.7(b) in respect of that actual, acting in good faith and after consultation with its financial adviser, that the proposed or potential Competing Proposal is a Superior Proposal; (iv) APD 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 Bidder 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 (each a Counter Proposal), and if it does so then the BTH directors must review the Counter Proposal in good faith. If the BTH directors determine that the Counter Proposal would provide an equivalent or superior outcome to BTH and the BTH Shareholders as a whole compared with the material terms and conditions of the Competing Proposal (including price, having regard to the identity of the Third Party making the Competing Proposal, form of consideration, proposed deal protection provisions, any break or reimbursement fee, proposed timing and any conditions precedentmatters noted in clause 9.7(b) and has confirmed thatafter having received advice from its external legal and financial advisors), subject then BTH and SPAC must use their reasonable endeavours to agree the operation of amendments to this clause 7.5, it intends deed that are reasonably necessary to reflect the Counter Proposal and to enter into an amended agreement to give effect to the Competing Proposal; and (v) within five Business Days after the date on which Xxxxxx receives the information referred to in clause 7.7(a)(iv), Bidder does not provide to APD a counterproposal (Bidder Counterproposal) that the APD Board determines, acting in good faith those amendments and after consultation with its financial adviser, would produce an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made. (b) If Bidder makes a Bidder Counterproposal before the deadline specified in clause 7.7(a)(v), and the APD Board has determined that such Bidder Counterproposal would produce an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made, then:‌ (i) Bidder and APD must each use reasonable endeavours to agree the transaction documentation required to implement the Bidder Counterproposal Counter Proposal as soon as reasonably practicable, and BTH must use reasonable endeavours to procure that the BTH directors recommend the Counter Proposal to the BTH Shareholders and not recommend the applicable Competing Proposal (other than as expressly permitted by this deed). (e) For the purposes of this clause 9.6, each successive material modification of any Third Party expression of interest, offer or proposal in relation to an actual, proposed or potential Competing Proposal will constitute a new Competing Proposal and the procedures set out in clause 9.6 must again be followed prior to any BTH Group Member entering into any definitive agreement of the type referred to in clause 9.6(b)(ii) in respect of such actual, proposed or potential Competing Proposal. (f) Despite any other provision in this deed, a statement by BTH, the BTH Board or any BTH director only to the effect that: (i) the BTH Board has determined that a Competing Proposal is a Superior Proposal and has commenced the matching right process set out in this clause 9.6; andor (ii) subject to such transaction document being so agreed, APD must use its best endeavours to procure that each member BTH Shareholders should take no action pending the completion of the APD Board continues to recommend the Schemes (as modified matching right process set out in this clause 9.6, does not by the Bidder Counterproposal) to APD Securityholders.itself: (ciii) Any material constitute an adverse change, withdrawal, adverse modification or adverse qualification of the BTH Recommendation, BTH Voting Intention or an endorsement of a Competing Proposal; (iv) contravene this deed; (v) give rise to any Competing Proposal an obligation to pay the Break Fee under clause 10.4; or Xxxxxxx + Xxxxx page | 50 (which will include any modification relating vi) give rise to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations termination right under this clause 7.7 again12.3.

Matching right. (a) Without limiting clauses 7.2 or 7.39.2 and 9.3, APD mustduring the Exclusivity Period, Target: (i) not, and must use its reasonable endeavours to procure that each none of its Related Bodies Corporate do not, directors withdraw or change their Recommendation or otherwise make a public statement to endorse or recommend a Competing Proposal; and (ii) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third partyThird Party, APD Target or both proposes or propose to undertake or give effect to a Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements); and (ii) procure that no APD Director publicly changes or withdraws his or her recommendation in favour of the Schemes to publicly recommend a Competing Proposal (or publicly recommends against the Scheme)Proposal, unless: (iii) the APD Board has determined, acting in good faith and after consultation with its financial adviser, that the Competing Proposal is a Superior Proposal; (iv) APD Target has provided Bidder with written notification of the material terms and conditions of the Competing Proposal (including price, details of the identity of price and the Third Party making the Competing Proposal, form of consideration, proposed deal protection provisions, any break or reimbursement fee, proposed timing and any conditions precedent) and has confirmed that, subject proposing to the operation of this clause 7.5, it intends to enter into an agreement to undertake or give effect to the Competing Proposal; and); (v) within five Target has given Bidder at least 3 Business Days after the date on which Xxxxxx receives of the provision of the information referred to in paragraph (iv) above to provide a matching or superior proposal to the terms of the relevant Competing Proposal on terms which Bidder considers in good faith to be no less favourable to Target Shareholders (as a whole) to the relevant Competing Proposal (based on the information provided to Bidder by Target under clause 7.7(a)(iv9.5), ; and (vi) Bidder does has not provide provided a matching or superior proposal to APD a counterproposal (Bidder Counterproposalthe terms of the relevant Competing Proposal in the time period referred to in clause 9.6(a)(v) that the APD Target Board determines, acting determines in good faith and after consultation accordance with its financial adviser, clause 9.6(b) would produce deliver an equivalent or superior outcome for APD Securityholders Target Shareholders (as a whole) compared to with the outcome that would be produced by the relevant Competing Proposal, taking into account all . Target acknowledges and agrees that each modification of any Competing Proposal which materially affects the material terms and conditions of that Competing Proposal will constitute a new Competing Proposal for the Bidder Counterproposal purposes of the requirements under this clause 9.6 and the basis on which it was madeaccordingly Target must comply with clause 9.6(a)(i) and clause 9.6(a)(ii) in respect of any new Competing Proposal unless clauses 9.6(a)(iii) to 9.6(a)(vi) (inclusive) apply. (b) If Bidder makes proposes to Target, or announces amendments to the Scheme or a new proposal that constitute a matching or superior proposal to the terms of the Competing Proposal (Bidder Counterproposal before the deadline specified in clause 7.7(a)(vCounter Proposal), Target must procure that the Target Board, within 3 Business Days of receiving the Bidder Counter Proposal, consider any Bidder Counter Proposal and, if the Target Board determines, acting reasonably and in good faith, that the APD Board has determined that such Bidder Counterproposal Counter Proposal would produce deliver an equivalent or superior outcome for APD Securityholders Target Shareholders (as a whole) compared to with the outcome that would be produced by the relevant Competing Proposal, Proposal (taking into account all of the terms and conditions aspects of the Bidder Counterproposal Counter Proposal as compared to all aspects of the relevant Competing Proposal), then Target and the basis on which it was made, then:‌ (i) Bidder and APD must each use their reasonable endeavours to agree the transaction and enter into such documentation required as is necessary to reflect and implement the Bidder Counterproposal Counter Proposal as soon as reasonably practicable; and (ii) subject to such transaction document being so agreed, APD and Target must use its best reasonable endeavours to procure that each member of the APD Board continues to recommend the Schemes (as modified by its directors makes a public statement recommending the Bidder Counterproposal) Counter Proposal to APD SecurityholdersTarget Shareholders. (c) Any material modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal or its funding) will be taken to make that proposal a new Competing Proposal in respect of which APD must comply with its obligations under this clause 7.7 again.