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
Due to the complete absence of any pre-signing market check, no justification exists for the inclusion of the Matching Right and other bid advantages in the Merger Agreement.
For the avoidance of doubt, a Participant who has been granted an approved leave of absence and who exercises the right to return to work, under any applicable award, enterprise agreement, other agreement, statute of regulation before a Matching Right Vests, will be treated as not having ceased to be an Eligible Employee.
Matching Right Notice means a notice given in accordance with clause 11.2(a)(i), setting out all material details of a Competing Proposal, including, without limitation, the consideration, conditions and proposed timing of the Competing Proposal, that the Saracen Board has determined is a Superior Proposal, excluding the person's name and other details which would otherwise be reasonably expected to identify the person who has made the Superior Proposal.
Without prejudice to the Offeror's ongoing rights, but not obligation, to propose improvements and revisions to the Offer after the date of the execution of the Merger Protocol, the Offeror shall have ten (10) Business Days following the date on which it has received the Second Notice (the Matching Offer Period) to make a revision of the Offer and to match the Superior Offer by submitting in writing to the Boards a revision of the Offer within said ten (10) Business Days (the Matching Right).
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.
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. 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 set out in Clause 12.4.2 Material Adverse Effect means any change, event, circumstance or effect (any such items an Effect) individually or when taken together with all other Effects, that occurred after the date of the Merger Protocol and is continuing on the Closing Date (and, for the avoidance of doubt, if FedEx launches the Offer any such Effect occurring before the Commencement Date may be taken into account in the determination at the Closing Date of whether a Material Adverse Effect has occurred) that is or is reasonably likely to be materially adverse to the business, the assets, the liabilities, the financial condition or position or capitalisation of the TNT Express Group taken as a whole, such that FedEx cannot reasonably be expected to commence the Offer or to declare the Offer unconditional or complete the Asset Sale, as the case may be, provided, however, that for the purpose of determining whether there has been, or will be, a Material Adverse Effect, the following Effects will not be taken into account:
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 has the meaning ascribed thereto in Section 14.2(g).
Matching Right has the meaning ascribed thereto in Section 13.1.
Matching Right. On July 20, 2008, AG and COOKIE JAR entered into a binding letter agreement (the “Cookie Jar Agreement”) providing for the sale of the Properties to COOKIE JAR. The Cookie Jar Agreement also provided that, if for any reason the purchase and sale of the Properties contemplated by the Cookie Jar Agreement did not occur on or prior to September 30, 2008 (other than due to AG’s material uncured breach of the letter agreement or the parties’ definitive agreements), AG had the right to solicit offers from third parties in which AG does not have any ownership interest for a period of six (6) months commencing September 30, 2008 and ending March 31, 2009 (the “Shop Period”) for 100% of the Properties. Pursuant to the Cookie Jar Agreement, during the Shop Period, COOKIE JAR has the right to match certain third party offers for the Properties, including the offer set forth in this Binding Term Sheet (the “Matching Right”). COOKIE JAR has 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. COOKIE JAR must give notice to AG that Cookie Jar matches the offer set forth in this Binding Term Sheet within five (5) business days of receipt by COOKIE JAR of a copy of this Binding Term Sheet. COOKIE JAR’s delivery of such matching notice shall have no affect on AG’s or MOONSCOOP’s rights or obligations under this Binding Term Sheet unless and until COOKIE JAR consummates such matching offer. AG’s and MOONSCOOP’s obligations under this Binding Term Sheet shall be tolled and the Closing Date shall be postponed (but in no event later than the 75th day following the date of this Binding Term Sheet) during any time period in which COOKIE JAR has exercised the Matching Right, but has not yet closed on an acquisition of the Properties. AG shall keep MOONSCOOP reasonably informed of the status, terms and conditions of any conversations with COOKIE JAR after receipt of this Binding Term Sheet. Break-Up Fee: If COOKIE JAR exercises the Matching Right and consummates the purchase of all or any portion of the Properties or if any third party contacted during the Transaction Period acquires all or any portion of the Properties within seventy-five (75) days of the date of this Binding Term Sheet (or, if the period for closing any transaction triggering or pursuant to the Matching Right is extended, for so long as any such extension is effective), then, on the closing of such purchase, AG shall pay MOON...