Common use of Matching right Clause in Contracts

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 (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 Competing Proposal (having regard to the matters noted in clause 9.7(b) and after having received advice from its external legal and financial advisors), then BTH and SPAC must use their reasonable endeavours to agree the amendments to this deed that are reasonably necessary to reflect the Counter Proposal and to enter into an amended agreement to give effect to those amendments and to implement the 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; or (ii) BTH Shareholders should take no action pending the completion of the matching right process set out in this clause 9.6, does not by itself: (iii) 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 an obligation to pay the Break Fee under clause 10.4; or Xxxxxxx + Xxxxx page | 50 (vi) give rise to a termination right under clause 12.3.

Matching right. (a) If BTH is permitted by virtue Without limiting clauses 7.2 or 7.3, APD must: (i) not, and must procure that each of clause 9.7 its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to engage in activity that would otherwise breach any of clauses 9.3 which a third party, APD or 9.4, BTH must ensure that it has in place, both proposes or enters into, propose to undertake or give effect to a confidentiality agreement with the person who has made the applicable Competing Proposal (Rival Acquirerother than, for the avoidance of doubt, non-disclosure agreements); and (ii) on customary terms and must not enter into any other agreement, understanding procure that no APD Director publicly changes or commitment withdraws his or her recommendation in respect favour of the Schemes to publicly recommend a Competing Proposal (or a potential 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 except 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 permitted compared to the outcome that would be produced by clause 9.6(b)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 BTH receives 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 actualequivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, proposed or potential Competing Proposal taking into account all of the terms and as a resultconditions of the Bidder Counterproposal and the basis on which it was made, any BTH director proposes to either:then:‌ (i) change, withdraw or modify his or her BTH Recommendation or BTH Voting IntentionBidder and APD must each use reasonable endeavours to agree the transaction documentation required to implement the Bidder Counterproposal as soon as reasonably practicable; orand (ii) approve or recommend entry into any agreementsubject to such transaction document being so agreed, commitment, arrangement or understanding relating APD must use its best endeavours 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 procure that each member of the following has occurred: APD Board continues to recommend the Schemes (iiias modified by the Bidder Counterproposal) 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 ProposalAPD Securityholders. (c) Prior Any material modification 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 (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 Competing Proposal (having regard which will include any modification relating to the matters noted in clause 9.7(b) and after having received advice from its external legal and financial advisors), then BTH and SPAC must use their reasonable endeavours to agree the amendments to this deed that are reasonably necessary to reflect the Counter Proposal and to enter into an amended agreement to give effect to those amendments and to implement the 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 price or value of any Competing Proposal (other than as expressly permitted by this deed). (eor its funding) For the purposes of this clause 9.6, each successive material modification of any Third Party expression of interest, offer or will be taken to make that 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 which APD must comply with its obligations under this clause 9.6; or (ii) BTH Shareholders should take no action pending the completion of the matching right process set out in this clause 9.6, does not by itself: (iii) 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 an obligation to pay the Break Fee under clause 10.4; or Xxxxxxx + Xxxxx page | 50 (vi) give rise to a termination right under clause 12.37.7 again.

Matching right. Without limiting clause 13.1, during the Exclusivity Period, TPG: (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 legally binding agreement, arrangement or understanding (whether or commitment not in respect of writing) pursuant to which a Competing Proposal Third Party, TPG or a both proposes or propose to undertake or give effect to an actual or potential Competing Proposal except as permitted by clause 9.6(b).Proposal; and (b) If BTH receives must use its best endeavours to procure that none of its directors change their recommendation in favour of the Scheme to publicly recommend an actualactual or potential Competing Proposal (or recommend against the Scheme), proposed unless: (c) the TPG Board acting in good faith and in order to satisfy what the TPG Board considers to be its statutory or fiduciary duties (having received written advice from its external legal advisers), determines that the Competing Proposal is a Superior Proposal; (d) TPG has provided VHA with the material terms and conditions of the actual or potential Competing Proposal, including price, conditions, timing and break fees (if any) and the identity of the Third Party making the actual or potential Competing Proposal and as a result, any BTH director proposes to either: has (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 subject to the actual, proposed or potential 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 a confidentiality agreement contemplated information which it is not permitted by clause 9.6(a)), no BTH director must do so until each of law or under 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 Protocols to take the action referred disclose to in clauses 9.6(b)(i) or 9.6(b)(ii) (subject to SPAC’s rights under clause 9.6(d)VHA); (ve) subject to clause 9.6(c), BTH TPG 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) VHA at least 5 Business Days after the BTH directors have made date of the determination contemplated by clause 9.7(b) in respect provision 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 referred to in clause 9.6(b)(v), BTH must advise 9.7(d) to provide a matching or superior proposal to 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.; and (df) If BTH gives VHA has not announced a Relevant Notice matching or superior proposal 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 Competing Proposal (having regard to the matters noted in clause 9.7(b) and after having received advice from its external legal and financial advisors), then BTH and SPAC must use their reasonable endeavours to agree the amendments to this deed that are reasonably necessary to reflect the Counter Proposal and to enter into an amended agreement to give effect to those amendments and to implement the 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 by the procedures set out in clause 9.6 must again be followed prior to any BTH Group Member entering into any definitive agreement expiry of the type 5 Business Day period referred to in clause 9.6(b)(ii) in respect of such actual, proposed or potential Competing Proposal13.5(e). (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; or (ii) BTH Shareholders should take no action pending the completion of the matching right process set out in this clause 9.6, does not by itself: (iii) 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 an obligation to pay the Break Fee under clause 10.4; or Xxxxxxx + Xxxxx page | 50 (vi) give rise to a termination right under clause 12.3.