Right to Match Sample Clauses

Right to Match. (a) If Yerbaé receives an Acquisition Proposal that the Yerbaé Board determines, in good faith after consultation with its outside financial and legal advisors, constitutes a Superior Proposal prior to obtaining the Yerbaé Shareholder Approval, the Yerbaé Board may, subject to compliance with Section 8.2, enter into a definitive agreement or make a Change in Recommendation with respect to such Superior Proposal, if and only if: (i) Yerbaé has been, and continues to be, in compliance with its obligations under this Article 4 in all respects and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or knowingly facilitated by Yerbaé or any of the Yerbaé Subsidiaries or any of their respective Representatives; (ii) the Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-solicitation or similar agreement with Yerbaé; (iii) Yerbaé has delivered to Safety Shot a written notice of the determination of the Yerbaé Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Yerbaé Board to enter into such definitive agreement with respect to such Superior Proposal and/or withdraw or modify the Yerbaé Board Recommendation, which written notice specifies the material terms and conditions of such Superior Proposal and provides the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated (the “Superior Proposal Notice”); (iv) at least ten (10) full Business Days (the “Matching Period”) have elapsed from the date on which Safety Shot received the Superior Proposal Notice; (v) during any Matching Period, Safety Shot has had the opportunity (but not the obligation), in accordance with Section 4.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal and Yerbaé has negotiated, and caused its Representatives to negotiate, in good faith with Safety Shot to the extent Safety Shot wishes to negotiate any revisions to the terms of this Agreement that Safety Shot proposes pursuant to Section 4.4(b); (vi) after the Matching Period, the Yerbaé Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed t...

Right to Match. 5.7.1. Subject to Section 5.7.2, WSI covenants that it will not accept, approve, recommend (or change or withdraw its recommendation relating to the Agreement, except in the circumstances set forth in the last sentence of Section 5.6.1) or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement permitted by Section 5.6.4) unless: (a) an Acquisition Proposal has been made that the board of directors of WSI determines in good faith after consultation with its financial advisors and outside legal counsel constitutes a Superior Proposal; (b) WSI has complied with its obligations under Section 5.6 and the other provisions of Section 5.7 and has provided IESI-BFC with a copy of the Superior Proposal (together with a written notice from the board of directors of WSI regarding the value and financial terms that the board of directors of WSI has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the said Superior Proposal); (c) a period (the “Response Period”) of three (3) Business Days shall have elapsed from the date on which IESI-BFC received written notice from the board of directors of WSI that the board of directors of WSI determined, subject only to compliance with this Section 5.7, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal; (d) if IESI-BFC has proposed to amend the terms of this Agreement in accordance with Section 5.7.2, the board of directors of WSI shall have determined that the Acquisition Proposal continues to constitute a Superior Proposal after taking into account the amendments; and (e) WSI shall have terminated this Agreement pursuant to Section 7.4.1(e) and shall have paid the fees prescribed by Section 5.8. 5.7.2. During the Response Period, IESI-BFC will have the right, but not the obligation, to offer to amend the terms of this Agreement. The board of directors of WSI will review any such proposal by IESI-BFC to amend the terms of the Agreement, including an increase in, or modification of, the consideration to be received by the holders of WSI Common Stock, to determine whether the Acquisition Proposal to which IESI-BFC is responding would be a Superior Proposal when assessed against the Agreement as it is proposed by IESI-BFC to be amended. If the board of directors of WSI does not so determine, the board of directors of WSI will promptly reaffir...

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares ...

Right to Match. 7.3.1 Moto covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless: (a) Moto has complied with its obligations under Section 7.2 and has provided Randgold with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of five business days has elapsed from the date that is the later of (x) the date on which Xxxxxxxx receives written notice from the Moto Board that the Moto Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (y) the date Xxxxxxxx receives a copy of the Superior Proposal. 7.3.2 During the Response Period, Xxxxxxxx will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Moto Board shall review any such offer by Xxxxxxxx to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Xxxxxxxx is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Xxxxxxxx to be amended. If the Moto Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, the Moto Board will cause Moto to enter into an amendment to this Agreement with Randgold incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement and by the prompt issuance of a press release to that effect. If the Moto Board determines that the Acquisition Proposal continues to be a Superior Proposal, Moto may approve and recommend that holders of Moto Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Moto Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Randgold shall be afforde...

Right to Match. (1) Subject to Section 8.2(1), Vasogen covenants that it will not effect a Change of Recommendation unless: (a) Vasogen has complied with its obligations under the other provisions of this Article 8 and has provided the IPC Companies with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of five (5) Business Days shall have elapsed from the date on which the IPC Companies received written notice from the Vasogen Board that the Vasogen Board has determined, subject only to compliance with this Section 8.3, to effect a Change of Recommendation. (2) During the Response Period, the IPC Companies will have the right, but not the obligation, to offer to amend the terms of this Agreement and the Arrangement. The Vasogen Board will review any such proposal by the IPC Companies to amend the terms of this Agreement and the Arrangement, to determine whether the Acquisition Proposal to which the IPC Companies is responding would be a Superior Proposal when assessed against this Agreement and the Arrangement as it is proposed by the IPC Companies to be amended. If the Vasogen Board does not in good faith so determine, the Vasogen Board will reaffirm its recommendation of the Arrangement, as so amended. If the Vasogen Board does in good faith so determine, the Vasogen Board or any committee thereof may effect a Change of Recommendation; provided that Vasogen has complied with the terms and conditions under Section 8.2(3). (3) Vasogen shall ensure that the directors and officers of Vasogen are aware of the provisions of Section 8.2.

Right to Match. (1) Notwithstanding anything in this Agreement, but without limiting, and subject to compliance with, the remaining provisions of this Section 5.4 and Article 7 and Section 8.2, if the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Board may, subject to compliance with Article 7 and Section 8.2, terminate this Agreement in order, to enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction with the Company or any of its Subsidiaries; (b) the Company has not breached its obligations under Section 5.1(1) in any non-de minimis respect or under any other provision of Article 5 in any material respect; (c) the Company has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to authorize the Company to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the “Superior Proposal Notice”); (d) the Company or any of its Representatives has provided the Purchaser a copy of the proposed definitive agreement for the Superior Proposal, together with all related agreements (including any financing commitments or other documents containing any material terms or conditions of such Superior Proposal); (e) at least five (5) Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d); (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (g) after the Matching Period, the Board (i) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquis...

Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.10(c)) as contemplated in Section 9.10(e) unless: (i) the Target has complied with its obligations under Section 9.10 and has provided the Purchaser with a copy of the Superior Proposal and all related documentation described in Section 9.10(d); and (ii) a period (the “Response Period”) of five (5) Business Days has elapsed from the date that is the later of: (A) the date on which the Purchaser receives written notice from the Target Board that it has determined, subject only to compliance with this Section 9.11, to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal; and (B) the date the Purchaser receives a copy of the Superior Proposal and all related documents described in Section 9.10(d). (b) During the Response Period, the Purchaser will have the right, but not the obligation, to offer to amend this Agreement, including modification of the consideration to be issued or paid to the Target Shareholders. The Target Board shall cooperate with the Purchaser with respect to the Superior Proposal, including by negotiating in good faith with the Purchaser, and shall review any such offer by the Purchaser to amend this Agreement to determine whether the Superior Proposal to which the Purchaser is responding would continue to be a Superior Proposal when assessed against the written proposal of the Purchaser. If the Target Board determines that the Superior Proposal no longer constitutes a Superior Proposal, when assessed against the written proposal of the Purchaser, the Target shall enter into an amendment to this Agreement with the Purchaser incorporating the amendments to this Agreement as set out in the written proposal. If the Target Board determines that the Superior Proposal continues to be a Superior Proposal, it may recommend that the Target Shareholders accept such Superior Proposal; provided that it is in compliance with the conditions set out in Section 9.10(e), including by terminating this Agreement pursuant to Section 10.1(g) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of,...

Right to Match. 7.3.1 Tahoe covenants that it shall not approve, accept, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless: (a) Tahoe has complied with its obligations under Section 7.2 and Section 7.3 and has provided Pan American with a copy of the Superior Proposal (and, if the consideration proposed under the Superior Proposal includes non-cash consideration, a written notice from the Tahoe Board setting out the value or range of values in financial terms that the Tahoe Board, in consultation with the Tahoe Financial Advisor, determined in good faith should be ascribed to such non-cash consideration); (b) a period (the “Response Period”) of five (5) Business Days has elapsed from the date that is the later of (i) the date on which Pan American receives written notice from the Tahoe Board that the Tahoe Board has determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding written agreement with respect to the Superior Proposal, and (ii) the date Pan American receives a copy of the Superior Proposal (and, if the consideration proposed under the Superior Proposal includes non-cash consideration, a written notice from the Tahoe Board setting out the value or range of values in financial terms that the Tahoe Board, in consultation with the Tahoe Financial Advisor, determined in good faith should be ascribed to such non-cash consideration) from Tahoe that the Tahoe Board determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding written agreement with respect to the Superior Proposal; (c) if Pan American has proposed to amend the terms of this Agreement in accordance with Section 7.3.2, then, as required by Section 7.3.2, the Tahoe Board shall have determined in good faith, after consultation with the Tahoe Financial Advisor and outside counsel, that the Acquisition Proposal continues to constitute a Superior Proposal after taking into account such amendments; (d) Tahoe shall have terminated this Agreement pursuant to Section 8.2.1(d)(ii); and (e) Tahoe shall have previously paid or caused to be paid, or concurrently pays or causes to be paid, to Pan American (or as Pan American may direct by notice in writing) the Termination Fee. 7.3.2 During the Response Period, Pan American shall have the righ...

Right to Match. (1) Subject to Section 7.3(2), Fairmont covenants that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by Section 7.2(4)) unless: (a) Fairmont has complied with its obligations under Section 7.2 and the other provisions of this Article VII and has provided Purchaser with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Fairmont that the Board of Directors of Fairmont determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Fairmont provides Purchaser with the notice contemplated in this Section on a date that is less than five business days prior to the Fairmont Meeting, Fairmont shall be entitled to adjourn the Fairmont Meeting to a date that is not more than 5 business days after the date of such notice. (2) During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Fairmont will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Fairmont Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Fairmont determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and the Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Fairmont will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Fairmont does so determine in good faith after consultation with its financial advisors and its outside counsel, Fairmont may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) ...

Right to Match. In this First Amendment, including its recitals, unless otherwise defined or unless the context otherwise requires, the following terms shall have the following meanings: