Matching Right definition

Matching Right has the meaning set forth in Section 9.1.2.

Matching Right shall have the meaning set forth in Article 3.3(c). NDA shall have the meaning set forth in Article 10(b). NDRC shall have the meaning set forth in Article 2.3(g). NYSE shall have the meaning set forth in Recital A. Offer shall have the meaning set forth in Recital C. Offer Conditions shall have the meaning set forth in Article 2.1(b).

Matching Right shall have the meaning set forth in Section 6.9(c). --------------

Examples of Matching Right in a sentence

• Catalyst will have the right, but not the obligation, at any time during the period of five Business Days following receipt of a Relevant Notice (Matching Right Period), to amend the terms of the Offer (including, but not limited to, increasing the amount of consideration offered under the Offer or proposing any other form of transaction (each a Counter Proposal)), and if it does so then the Vango Directors must review the Counter Proposal in good faith.

• If the non-Selling Member fails to exercise the Matching Right within thirty (30) days after receiving notice of the Offered Terms, the Selling Member may Transfer the Offered Interest to the Third Party Buyer on terms which are at least as favorable to the Selling Member as the Offered Terms.

• Syngenta shall be allowed to take any action referred to in clauses (i) through (iv) above in relation to the submitted Superior Company Offer as it has been notified to BidCo, if the prerequisites of this Article 3.3(c) have been met; provided, however, that if Syngenta does not enter into a definitive agreement with the third party who has submitted the Superior Company Offer within ten (10) Trading Days after the expiration of the Matching Period, the Matching Right shall be deemed reinstated.

• If DWA or such Affiliate so elects, then Company will (or will cause such Company Subsidiary to) enter into an agreement with DWA or such Affiliate on the terms and conditions set forth in the DWA Matching Right Notice, and the Parties will agree upon and enter into an agreement on the terms and conditions set forth in the DWA Matching Right Notice prior to the DWA Matching Right Expiration Date.

• If the Buyer elects to exercise its Matching Right, Century shall not enter into any such Alternate Agreements or seek an Order of the Bankruptcy Court confirming a plan of reorganization or otherwise approving and authorizing the transactions contemplated by such Alternate Agreements on the terms set forth therein unless Century and the Cable Venture also submit the Plan (as modified by the Buyer in the exercise of its Matching Right) for consideration and approval by the Bankruptcy Court.

More Definitions of Matching Right

Matching Right no party other than us will be granted the rights to purchase or, as applicable, exploit the assets or rights concerned unless (a) you first send notice to us specifying all of the material terms of the offer and the identities of all parties and furnish to us a copy of the offer, and (b) you offer to enter into an agreement with us containing the same terms described in your notice. If we do not accept your offer within fifteen (15) business days after our receipt, you may then enter into that proposed agreement with the parties referenced in your notice.

Matching Right means Gold Fields five business day matching period to consider amending the terms of the Gold Fields Agreement in order for the Final Binding Offer to cease to be a Yamana Superior Proposal;

Matching Right has the meaning given to it in Clause 21.5(b).

Matching Right has the meaning ascribed thereto in Section 13.1.

Matching Right. During the Shop Period, COOKIE JAR shall have a right to match (with COOKIE JAR to give notice to AG within five (5) business days) any third party offer for the Properties only if such offer is for an amount which would yield AG (with the entitlement to 80% of such amount), not more than US $214,500,000.00 (being US $195,000,000.00 plus ten percent). COOKIE JAR shall have the option to exercise such matching right in cash, or in such mix of cash and non-cash consideration as indicated in the third party offer. Press Release: The parties shall agree to a mutually acceptable joint press release with respect to this matter. Until such release is issued, no public announcement of this transaction shall be made. Notwithstanding the foregoing, AG shall have the right to make any disclosure or filing that AG is advised by counsel are required by NYSE listing standards or under federal securities laws. COOKIE JAR acknowledges that AG will file this letter agreement with the United States Securities and Exchange Commission following execution hereof, but that in connection with such filing, AG will request confidential treatment of this letter and shall take all steps legally permissible or appropriate to cause this letter and its contents, terms and conditions (and all exhibits hereto) to be accorded confidential treatment under SEC rules and regulations and under the Freedom of Information Act to the maximum extent possible. Long Form Agreement: The parties may agree the terms of a long-form agreement and other related documentation customary for transactions of this kind containing (among other things) customary representations, warranties and indemnities. The parties will use commercially reasonable efforts to negotiate and execute such long-form agreement and other documentation by August 29, 2008. However, until such time as this letter agreement is replaced by any such further documentation, this letter agreement remains binding on the parties.

Matching Right. No party other than us will be granted the rights to purchase or, as applicable, exploit the assets or rights concerned unless (a) you first send notice to us specifying all of the material terms of the offer and the identities of all parties and furnish to us a copy of the offer, and (b) you offer to enter into an agreement with us containing the same terms described in your notice. If we do not accept your offer within thirty (30) days after our receipt, you may then enter into that proposed agreement with the parties referenced in your notice, provided that agreement is consummated within ninety (90) days after the end of that thirty (30) day period upon the terms (or better terms) set forth in your notice. If that agreement is not consummated within the latter ninety (90) day period, no party except us will be granted those rights to purchase or exploit the assets or rights concerned unless you first offer to enter into an agreement with us as provided above. If we do accept your offer, both parties shall proceed promptly and in good faith to complete our due diligence review and financial audit and industry-standard documentation. We will not be required, as a condition of accepting any such offer, to agree to any terms which cannot be fulfilled by us as readily by any other person (for example, but without limitation, the ability to secure a full mechanical rate from a record company affiliated with that other party), nor be obligated to match any offers that specifies any financing contingency or fails to evidence the ability of the offeror to finance.

Matching Right has the meaning ascribed thereto in Section 14.2(g).