Common use of Matching Rights Clause in Contracts

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 determined that (1) the Competing Proposal remains a Superior Proposal (taking into account the Counter Proposal); and (2) failing to respond to such Competing Proposal would continue to constitute a breach of the fiduciary duties or statutory obligations of the Board. (b) During the Matching Period, the Bidder may (but is not required to) make an irrevocable written offer to Pushpay or Shareholders (in a form which, if accepted by Pushpay, will be legally binding on the Bidder) to amend the terms of the Scheme and this Agreement and, if applicable, the Commitment Letters, which the Bidder in good faith believes will provide a no less favourable outcome, taken as a whole, for Shareholders compared to the terms and conditions offered under the relevant Superior Proposal (a “Counter Proposal”). (c) If Pushpay gives notice to the Bidder under clause 14.6(a)(v)(A) then Pushpay may: (i) in its discretion, delay any action contemplated by the Timetable (including adjourning the New Scheme Meeting) to allow the Matching Period to be exhausted and, if applicable, to agree a Counter Proposal under clause 14.7(a)(ii); and (ii) make any announcement to NZX and ASX that Xxxxxxx, acting in good faith, considers appropriate in the circumstances to ensure that it complies with applicable law, the NZX Listing Rules and/or the ASX Listing Rules.

Matching Rights. (a) Without limiting clause 14.1 or clause 14.213.1 and 13.2, during the Exclusivity Period, Pushpaythe Company: (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;Proposal;‌ (ii) must procure that no Non-Conflicted Director changes, qualifies or withdraws his or her Director Recommendation 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 relevant members of the Board has have reasonably 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)(i13.7(a)(i) to (iii) would be likely to constitute a breach of the fiduciary duties or statutory obligations of any relevant member of the Board; and; (v) Xxxxxxx the Company has, as soon as reasonably practicable after the relevant members of the Board has have determined that the Competing Proposal is a Superior Proposal and that failing to take one or more of the actions specified in accordance with clause 14.6(a)(i) to (iii) would constitute a breach of the fiduciary duties or statutory obligations of any member of the Board13.7(a)(iv), given the BidderAcquirer: (A1) a notice setting out out: A. all material terms of the Competing Proposal in accordance with clause 14.5 and 13.6 to the extent not already provided; and B. a written explanation as to why the Board Company considers the Competing Proposal is to be a Superior Proposal; and (B2) at the same time, to the extent not already provided under clause 14.4(d13.5(d), provide any information that is required to be provided to the Bidder Acquirer under clause 14.4(d13.5(d); and (vi3) Pushpay the Company has given the Bidder Acquirer at least five Business Days after the date that Xxxxxxx the Company gives the notice to the Bidder Acquirer under clause 14.6(a)(v)(A) (including all of the information required to be provided under that clause13.7(a)(v)(1) in respect of the Competing Proposal in which to provide a Counter Proposal in accordance with clause 14.6(b13.7(b) (“Matching Period”); and (viivi) upon the expiry of the Matching Period: (A1) the Bidder Acquirer has not provided a Counter Proposal under clause 14.6(b13.7(b); or (B2) if the Bidder Acquirer has provided a Counter Proposal under clause 14.6(b13.7(b) and Xxxxxxx the Company having complied with clause 14.713.8, acting in good faith and after having taken written advice from its external financial and legal advisers, the relevant members of the Board has have determined that (1) the Competing Proposal remains a Superior Proposal (taking into account both the Competing Proposal and the Counter Proposal); and (2) failing to respond to such Competing Proposal would be likely to continue to constitute a breach of the fiduciary duties or statutory obligations of the relevant members of the Board. (b) During the Matching Period, the Bidder Acquirer may (but is not required to) make an irrevocable written offer to Pushpay the Company or Shareholders (in a form which, if accepted by Pushpaythe Company, will be legally binding on the BidderAcquirer) to amend the terms of the Scheme and this Agreement andagreement, if applicable, the Commitment Letters, which the Bidder in good faith believes will provide with a no less favourable outcomeview to providing an outcome to Shareholders that, taken as a whole, for is no less favourable to Shareholders compared to the terms and conditions than that offered under the relevant Superior Proposal (a “Counter Proposal”). (c) If Pushpay the Company gives notice to the Bidder Acquirer under clause 14.6(a)(v)(A) 13.7(a)(v)(1), then Pushpay the Company may: (i) in its discretion, delay any action contemplated by the Timetable (including adjourning the New Scheme Meeting) to allow the Matching Period to be exhausted and, if applicable, to agree a Counter Proposal under clause 14.7(a)(ii13.8(b); and (ii) make any announcement to NZX and ASX that Xxxxxxxthe Company, acting in good faith, considers appropriate in the circumstances to ensure that it complies with applicable law, law and/or the NZX Listing Rules and/or the ASX Listing Rules.

Matching Rights. (a) Without limiting clause 14.1 or clause 14.2, during the Exclusivity Period, Pushpaythe Target: (i) must not, and must procure that each of its Representatives (other than Representatives which are professional firms, to the extent those firms are not acting on behalf of, or on the instructions or at the direction of, the Target) 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) the Board has determined, acting in good faith and after having taken obtained 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 prohibited by clause 14.6(a)(i) to (iii) would be reasonably likely to constitute a breach of the fiduciary duties or statutory obligations duties of any member of the Board; and; (v) Xxxxxxx the Target 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 prohibited by clause 14.6(a)(i) to (iii) would be reasonably likely to 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 the Target has given the Bidder at least five Business Days after the date that Xxxxxxx the Target 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(b14.6(a)(vii) (“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 the Target, 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 determined that (1) the Competing Proposal remains a Superior Proposal (taking into account the Counter Proposal); and (2) failing to respond to such Competing Proposal would continue to be reasonably likely to constitute a breach of the fiduciary duties or statutory obligations of any member of the Board. (b) During the Matching Period, the Bidder may (but is not required to) make an irrevocable written offer to Pushpay the Target or Shareholders (in a form which, if accepted by Pushpaythe Target, will be legally binding on the Bidder) to amend the terms of the Scheme and this Agreement and, if applicable, the Commitment LettersAgreement, which the Bidder in good faith believes will provide a no less favourable outcome, taken as a whole, for Shareholders compared to the terms and conditions offered under the relevant Superior Proposal (a “Counter Proposal”). (c) If Pushpay the Target gives notice to the Bidder under clause 14.6(a)(v)(A) then Pushpay the Target may: (i) in its discretion, delay any action contemplated by the Timetable (including adjourning or rescheduling the New Scheme Meeting) to allow the Matching Period to be exhausted and, if applicable, to agree a Counter Proposal under clause 14.7(a)(ii)14.7; and (ii) make any announcement to NZX and ASX that Xxxxxxxthe Target, acting in good faith, considers appropriate in the circumstances to ensure that it complies with applicable law, law and the NZX Listing Rules and/or Rules. For clarity, any such announcement may contain the ASX Listing Rulesinformation and statements contemplated by clause 8.3(c).

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 determined that (1) the Competing Proposal remains a Superior Proposal (taking into account the Counter Proposal); and (2) failing to respond to such Competing Proposal would continue to constitute a breach of the fiduciary duties or statutory obligations of the Board. (b) During the Matching Period, the Bidder may (but is not required to) make an irrevocable written offer to Pushpay or Shareholders (in a form which, if accepted by Pushpay, will be legally binding on the Bidder) to amend the terms of the Scheme and this Agreement and, if applicable, the Commitment Letters, which the Bidder in good faith believes will provide a no less favourable outcome, taken as a whole, for Shareholders compared to the terms and conditions offered under the relevant Superior Proposal (a “Counter Proposal”). (c) If Pushpay gives notice to the Bidder under clause 14.6(a)(v)(A) then Pushpay may: (i) in its discretion, delay any action contemplated by the Timetable (including adjourning the New Scheme Meeting) to allow the Matching Period to be exhausted and, if applicable, to agree a Counter Proposal under clause 14.7(a)(ii); and (ii) make any announcement to NZX and ASX that Xxxxxxx, acting in good faith, considers appropriate in the circumstances to ensure that it complies with applicable law, the NZX Listing Rules and/or the ASX Listing Rules.