Matching Rights. (a) Without limiting clause 14.1 or clause 14.2, during the Exclusivity Period, Pushpay:
(i) must not, and must procure that each of its Representatives does not, enter into, or agree to enter into, any agreement, arrangement or understanding to undertake, give effect to or implement any Competing Proposal;
(ii) must procure that no Non-Conflicted Director changes, qualifies or withdraws his or her Director Recommendation in favour of the Scheme in order to publicly recommend any Competing Proposal; and
(iii) must not make, and ensure that no Non-Conflicted Director makes, any public statement recommending any Competing Proposal to Shareholders, unless and until:
(iv) acting in good faith and after having taken advice from its external financial and legal advisers, the Board has determined that the Competing Proposal is a Superior Proposal and failing to take one or more of the actions specified in clause 14.6(a)(i) to (iii) would constitute a breach of the fiduciary duties or statutory obligations of any member of the Board; and
(v) Xxxxxxx has, as soon as reasonably practicable after the Board has determined that the Competing Proposal is a Superior Proposal and that failing to take one or more of the actions specified in clause 14.6(a)(i) to (iii) would constitute a breach of the fiduciary duties or statutory obligations of any member of the Board, given the Bidder:
(A) a notice setting out all material terms of the Competing Proposal in accordance with clause 14.5 and a written explanation as to why the Board considers the Competing Proposal is a Superior Proposal; and
(B) at the same time, to the extent not already provided under clause 14.4(d), provide any information that is required to be provided to the Bidder under clause 14.4(d); and
(vi) Pushpay has given the Bidder at least five Business Days after the date that Xxxxxxx gives the notice to the Bidder under clause 14.6(a)(v)(A) (including all of the information required to be provided under that clause) in respect of the Competing Proposal in which to provide a Counter Proposal in accordance with clause 14.6(b) (“Matching Period”); and
(vii) upon the expiry of the Matching Period:
(A) the Bidder has not provided a Counter Proposal under clause 14.6(b); or
(B) if the Bidder has provided a Counter Proposal under clause 14.6(b) and Xxxxxxx having complied with clause 14.7, acting in good faith and after having taken written advice from its external financial and legal advisers, the Board has deter...
Matching Rights. If any other person who is or becomes a holder of 3% or more of the Shares is granted rights by the Company as a shareholder of the Company (solely in such capacity) that are more favorable to such shareholder than the rights granted to the Shareholder pursuant to this Deed, the Company shall promptly cause this Deed to be amended to cause the corresponding rights to be provided to the Shareholder under this Deed. In determining whether a holder of the Shares is granted rights more favorable than the rights granted to the Shareholder under this Deed, no account shall be taken of any restrictions or obligations to which the Shareholder is subject under this Deed or to which such holder agrees.
Matching Rights. 5.1 In the event that Syco does not exercise any option in respect of any Finalist in the UK or exercise an option in respect of any Compilation Recordings pursuant to clause 4.8.3 or in the event that a Nominated Label does not declare any interest in any Finalist or exercise an option in respect of any Compilation Recordings then 19 shall be free to enter into an agreement with a third party to exploit recordings by such Finalist or such Compilation Recordings (as applicable) SAVE THAT 19 shall not enter into an agreement with a third party on Material Terms less favourable (to 19):-
5.1.1 than those contained in the UK Licence as amended by clause 4.7 (in respect of a Finalist in the UK);
5.1.2 than those contained in the USA Licence as amended by clause 2.22 (in respect of a Finalist in USA);
5.1.3 than those contained in the UK Compilation Licence in respect of Compilation Recordings in respect of Idol Series in the UK;
5.1.4 than those contained in the USA Compilation Licence in respect of Compilation Recordings in respect of Idol Series in USA; without granting to The Applicable Party (as hereafter defined) a matching right in respect of any less favourable offers as follows:-
5.2 If 19 receives any offer from a third party which it wishes to accept then 19 shall send a copy of such offer or offers (“the Offer Notice”) to the Applicable Party. For the purposes hereof “The Applicable Party” shall mean Syco if the offer in question relates to the UK Licence or the UK Compilation Licence and a Label selected by Syco if the offer in question relates to the USA Licence or the USA Compilation Licence.
Matching Rights. (a) In the event that the financial covenants granted by the Guarantor under any other credit facility of the same nature as the Senior Credit Facility are more favourable to the lenders under such facility than those set out in Clause 20.2 (Guarantor Financial Covenants):
(i) the Guarantor shall immediately inform the Facility Agent of the existence and content of such covenants; and
(ii) the Guarantor’s financial covenants set out in Clause 20.2 (Guarantor Financial Covenants), and any defined terms used or incorporated therein, shall be adjusted to be aligned with the financial covenants granted to such other lenders.
(b) In the event that the financial covenants granted by the Guarantor under any other credit facility entered into with (all but not some of) the Lenders of the same nature as the Senior Credit Facility are less favourable under such facility than those set out in Clause 20.2 (Guarantor Financial Covenants):
(i) the Guarantor shall inform the Facility Agent of the existence and content of such credit facility and covenants; and
(ii) the Guarantor’s financial covenants set out in Clause 20.2 (Guarantor Financial Covenants), and any defined terms used or incorporated therein, shall be adjusted to be aligned with the financial covenants granted in such credit facility.
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:
(a) the Company must as soon as reasonably practicable give the Acquirer a written 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 (including the Board's assessment of the value of that Competing Proposal if it is not an all cash proposal), 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 the Acquirer under clause 13.6(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 all reasonable endeavours to ensure that no Non- Conflicted Director makes any public statement recommending the Competing Proposal to Shareholders; and
(iii) the Acquirer 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 (including ensuring that the Consideration at least matches that of the Competing Proposal) (being a "Counter Proposal").
Matching Rights. In the event Sellers receive, under the terms of the Procedures Order, a qualifying initial overbid or qualifying further overbid during the Auction that is higher than Buyer's then current bid for the Purchased Assets, Buyer shall be entitled to match such qualifying initial overbid or qualifying further overbid on the same terms and conditions at the Auction and in so doing Buyer will be considered the winning bidder at the Auction unless another qualifying further overbid is then made and for which Buyer shall then have the right to match pursuant to this Section 10.2.
Matching Rights. Upon the expiration of the Initial Term or any subsequent extensions, CORD has the right but not the obligation to substantially match the terms and conditions of any bona fide offer to own, install, service, or operate an ATM, or to provide ATM processing, at any of the Properties. Accordingly, Customer must provide any such bona fide offer to CORD within ten (10) business days of Customer’s receipt of same. CORD will have thirty (30) business days from its receipt from Customer of the bona fide offer to notify Customer whether CORD intends to exercise its right to substantially match the offer. If CORD exercises its right, thereby offering Customer terms and conditions substantially similar to the competing offer, Customer must accept CORD’s offer and execute a contract with CORD on those terms and conditions.
Matching Rights. Neither Sonoma nor the Sonoma Board shall take any of the actions described in Section 4.02(d) or Section 4.02(f)(ii) or terminate this Agreement pursuant to Section 7.01(d)(ii), in each case, unless it has complied with this Section 4.02(e). Sonoma shall give Greystone written notice advising it of the decision of the Sonoma Board to take such action within twenty-four (24) hours after the Sonoma Board has made such decision, detailing the terms and conditions of the Superior Proposal that serves as the basis of such action, identifying the person or group of persons making such Superior Proposal (the “Competing Offeror”), providing the most current draft of the agreement or agreements relating to the transaction that constitutes such Superior Proposal, as well as the most current draft of all related transaction agreements, and Sonoma shall give Greystone until 11:59 p.m. New York City time on the fourth (4th) Business Day after delivery of such notice (such time period, as it may be extended, the “Matching Period”) to propose revisions to the terms of this Agreement, the Ancillary Agreements, the Transactions and/or the Ancillary Transactions (and/or make any other proposals), it being understood that any material amendment to the terms of such Superior Proposal during the Matching Period shall require a new notice to extend the Matching Period until 11:59 p.m. New York City time on the fourth (4th) Business Day after delivery of such notice. During the Matching Period, if Greystone has notified Sonoma that it desires to negotiate with Sonoma for the purpose of proposing revisions to the terms of this Agreement, the Ancillary Agreements, the Transactions and/or the Ancillary Transactions, Sonoma shall negotiate and cause its Representatives to negotiate, confidentially and in good faith with Greystone amendments or modifications to this Agreement in order to have such Competing Proposal cease to be a Superior Proposal. In the event that at the conclusion of the Matching Period, the Sonoma Board shall have concluded, after consultation with its outside financial and legal advisors and considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered by Greystone that are capable of being accepted, that the Competing Proposal remains a Superior Proposal, then Sonoma shall be entitled (but not required) until 11:59 p.m. New York City time on the calendar day following the expiration of the Matching Period ...
Matching Rights. If Target or any of its Representatives receives a Competing Proposal or a Potential Competing Proposal then:
(a) Target must as soon as reasonably practicable:
(i) give Bidder a notice setting out all material terms of the Competing Proposal or Potential Competing Proposal including the amount and form of consideration to be offered, the source of any cash component of the consideration, the conditions to which it is subject, the proposed timetable and any break fee arrangements;
(ii) use reasonable endeavours to obtain the consent of the person who has made the Competing Proposal or Potential Competing Proposal to disclose to Bidder on a confidential basis that person’s name and other details which identify that person (the Identifying Details); and
(b) Target must as soon as reasonably practicable disclose the Identifying Details to Bidder on a confidential basis except that if the consent referred to in clause 12.7(a)(ii) has not been obtained then Target may withhold any part of the Identifying Details from disclosure if the Board, acting in good faith determines that giving those details to Bidder would be likely to constitute a breach of the fiduciary duties or statutory or contractual obligations of any member of the Board;
(c) from the time that Target receives the Competing Proposal or Potential Competing Proposal until the day that is 10 Business Days after Target gives notice to Bidder under clause 12.7(a) in respect of it (Matching Period):
(i) Target must not enter into, or agree to enter into, any binding documentation to give effect or implement the Competing Proposal or Potential Competing Proposal;
(ii) Target must use best endeavours to ensure that no Target Director makes any public statement recommending the Competing Proposal or Potential Competing Proposal to Shareholders; and
(iii) Bidder may offer to amend the terms of the Scheme and this agreement or make an alternative proposal to Target or Shareholders with a view to providing an equivalent or a superior outcome for Shareholders than those offered under the relevant Competing Proposal or Potential Competing Proposal (a Counter Proposal). In preparing a Counter Proposal, Bidder is entitled to take into account all elements of the Competing Proposal or Potential Competing Proposal, including that it may be for less than all the Shares or assets of the Target Group.
Matching Rights
