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 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 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.

• Upon the Company’s acceptance of the Matching Right Offer, the Company shall take all actions necessary to allow Investor to consummate the Superior Transaction in the place of the third party upon the terms set forth in the Matching Right Offer.

More Definitions of Matching Right

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 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. 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...

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. 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 given to it in Clause 21.5(b).