Common use of Right to Match Clause in Contracts

Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.11(c)) as contemplated in Section 9.11(e) unless: (i) the Target has complied with its obligations under Section 9.11 and has provided the Purchaser with a copy of the Superior Proposal and all related documentation described in Section 9.11(d); and (ii) a period (the “Response Period”) of five 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 9.12, 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 9.11(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 Vendors. 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 Vendors accept such Superior Proposal; provided that it is in compliance with the conditions set out in Section 9.11(e), including by terminating this Agreement pursuant to Section 11.1(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, the consideration (or value of such consideration) to be received by the Target Vendors shall constitute a new Acquisition Proposal for the purposes of this Section 9.12 and the Purchaser shall be afforded a new Response Period and the rights afforded in Section 9.12(b) in respect of each such Acquisition Proposal. (d) The Target shall ensure that its Employees and any Representatives are aware of the provisions of Section 9.11 and this Section 9.12 and the Target shall be responsible for any breach of Section 9.11 or this Section 9.12 by its Employees and Representatives.

Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any Contract agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.11(c9.17(c)) as contemplated in Section 9.11(e9.17(e) unless: (i) the Target has complied with its obligations under Section 9.11 9.17 and has provided the Purchaser with a copy of the Superior Proposal and all related documentation described in Section 9.11(d9.17(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 9.129.18, 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 9.11(d9.17(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 VendorsShareholders. 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 Vendors Shareholders accept such Superior Proposal; provided that it is in compliance with the conditions set out in Section 9.11(e9.17(e), including by terminating this Agreement and paying the Fee pursuant to Section 11.1(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, the consideration (or value of such consideration) to be received by the Target Vendors Shareholders shall constitute a new Acquisition Proposal for the purposes of this Section 9.12 9.18 and the Purchaser shall be afforded a new Response Period and the rights afforded in Section 9.12(b9.18(b) in respect of each such Acquisition Proposal. (d) The Target shall ensure that its Employees and any Representatives are aware of the provisions of Section 9.11 9.17 and this Section 9.12 9.18 and the Target shall be responsible for any breach of Section 9.11 9.17 or this Section 9.12 9.18 by its Employees and Representatives.

Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any Contract agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.11(c9.9(c)) as contemplated in Section 9.11(e9.9(e) unless: (i) the Target has complied with its obligations under Section 9.11 9.9 and has provided the Purchaser with a copy of the Superior Proposal and all related documentation described in Section 9.11(d9.9(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 9.129.10, 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 9.11(d9.9(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 VendorsShareholders. 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 Vendors Shareholders accept such Superior Proposal; provided that it is in compliance with the conditions set out in Section 9.11(e9.9(e), including by terminating this Agreement pursuant to Section 11.1(g10.1(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, the consideration (or value of such consideration) to be received by the Target Vendors Shareholders shall constitute a new Acquisition Proposal for the purposes of this Section 9.12 9.10 and the Purchaser shall be afforded a new Response Period and the rights afforded in Section 9.12(b9.10(b) in respect of each such Acquisition Proposal. (d) The Target shall ensure that its Employees and any Representatives are aware of the provisions of Section 9.11 9.9 and this Section 9.12 9.10 and the Target shall be responsible for any breach of Section 9.11 9.9 or this Section 9.12 9.10 by its Employees and Representatives.

Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any Contract agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.11(c9.15(c)) as contemplated in Section 9.11(e9.15(e) unless: (i) the Target has complied with its obligations under Section 9.11 9.15 and has provided the Purchaser with a copy of the Superior Proposal and all related documentation described in Section 9.11(d9.15(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 9.129.16, 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 9.11(d9.15(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 VendorsShareholders. 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 Vendors Shareholders accept such Superior Proposal; provided that it is in compliance with the conditions set out in Section 9.11(e9.15(e), including by terminating this Agreement and paying the Termination Fee pursuant to Section 11.1(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, the consideration (or value of such consideration) to be received by the Target Vendors Shareholders shall constitute a new Acquisition Proposal for the purposes of this Section 9.12 9.16 and the Purchaser shall be afforded a new Response Period and the rights afforded in Section 9.12(b9.16(b) in respect of each such Acquisition Proposal. (d) The Target shall ensure that its Employees and any Representatives are aware of the provisions of Section 9.11 9.15 and this Section 9.12 9.16 and the Target shall be responsible for any breach of Section 9.11 9.15 or this Section 9.12 9.16 by its Employees and Representatives.

Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any Contract agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.11(c9.16(c)) as contemplated in Section 9.11(e9.16(e) unless: (i) the Target has complied with its obligations under Section 9.11 9.16 and has provided the Purchaser with a copy of the Superior Proposal and all related documentation described in Section 9.11(d9.16(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 9.129.17, 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 9.11(d9.16(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 VendorsSecurityholders. 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 Vendors Securityholders accept such Superior Proposal; provided that it is in compliance with the conditions set out in Section 9.11(e9.16(e), including by terminating this Agreement and paying the Fee pursuant to Section 11.1(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, the consideration (or value of such consideration) to be received by the Target Vendors Securityholders shall constitute a new Acquisition Proposal for the purposes of this Section 9.12 9.17 and the Purchaser shall be afforded a new Response Period and the rights afforded in Section 9.12(b9.17(b) in respect of each such Acquisition Proposal. (d) The Target shall ensure that its officers, directors and Employees and any Representatives are aware of the provisions of Section 9.11 9.16 and this Section 9.12 9.17 and the Target shall be responsible for any breach of Section 9.11 9.16 or this Section 9.12 9.17 by its Employees and Representatives.

Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any Contract agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.11(c9.10(c)) as contemplated in Section 9.11(e9.10(e) unless: (i) the Target has complied with its obligations under Section 9.11 9.10 and has provided the Purchaser with a copy of the Superior Proposal and all related documentation described in Section 9.11(d9.10(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 9.129.11, 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 9.11(d9.10(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 VendorsShareholders. 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 Vendors Shareholders accept such Superior Proposal; provided that it is in compliance with the conditions set out in Section 9.11(e9.10(e), including by terminating this Agreement pursuant to Section 11.1(g10.1(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, the consideration (or value of such consideration) to be received by the Target Vendors Shareholders shall constitute a new Acquisition Proposal for the purposes of this Section 9.12 9.11 and the Purchaser shall be afforded a new Response Period and the rights afforded in Section 9.12(b9.11(b) in respect of each such Acquisition Proposal. (d) The Target shall ensure that its Employees and any Representatives are aware of the provisions of Section 9.11 9.10 and this Section 9.12 9.11 and the Target shall be responsible for any breach of Section 9.11 9.10 or this Section 9.12 9.11 by its Employees and Representatives.