Common use of Match Right Clause in Contracts

Match Right. The Board of Directors shall not make an Adverse Recommendation Change pursuant to Section 6.03(c)(ii) or Section 6.03(c)(iii) (and, in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), shall not cause the Company to terminate this Agreement pursuant to Section 10.01(d)(iii) in order to enter into a definitive Alternative Acquisition Agreement in respect thereof) or otherwise, unless: (i) the Company promptly notifies Parent, in writing at least three Business Days before taking that action (such three Business Day period, the “Negotiation Period”), of its intention to do so, (ii) (A) in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), such notice specifies in reasonable detail the basis for the Adverse Recommendation Change and attaches the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the third party making the Acquisition Proposal and all terms and conditions material to such Superior Proposal to the extent not set forth in such proposed agreement or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii), such notice includes a reasonably detailed description of the reasons for making such Adverse Recommendation Change, (iii) during the Negotiation Period, the Company negotiates, and causes its Representatives to negotiate, in good faith with Parent, to the extent Parent wishes to negotiate, with respect to any proposed changes by Parent to the terms and conditions of this Agreement and, if applicable, the other Transaction Documents or the transactions contemplated hereby or thereby (or with respect to other proposals made by Parent), and (iv) the Board of Directors determines in good faith (after consultation with its outside legal counsel and after considering in good faith any offer or proposal made by Parent during the Negotiation Period) that (A) in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii), the failure to effect an Adverse Recommendation Change would be inconsistent with the Board of Directors fiduciary duties under Applicable Law; provided that any material revisions to the terms of a Superior Proposal, including any revision in price, shall require a new notice pursuant to clauses (i) and (ii) above and the Negotiation Period shall be extended to ensure that at least 48 hours remain in the Negotiation Period subsequent to the time the Company notifies Parent of any such material revisions (it being agreed that there may be multiple such revisions).

Match Right. The Notwithstanding anything to the contrary contained in this Agreement, the Board of Directors shall not be entitled to make an Adverse Recommendation Change pursuant to Section 6.03(c)(ii7.03(d) or Section 6.03(c)(iii) (and, in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), shall not cause the Company to terminate this Agreement pursuant to Section 10.01(d)(iii) in order to enter into a definitive an Alternative Acquisition Agreement unless this Section 7.03 has been complied with in respect thereof) or otherwise, unless: (i) all material respects and the Company promptly notifies Parent, in writing writing, at least three Business Days five (5) days before taking that such action (such three Business Day period, the “Negotiation Notice Period”), of its intention to do so, which notification (ii) (Ax) in the case respect of an Intervening Event, shall describe such Intervening Event and the reasons for the proposed Adverse Recommendation Change to be made following receipt (a “Notice of Intervening Event”) or (y) in respect of a Superior Proposal pursuant to Section 6.03(c)(ii)Proposal, such notice specifies in reasonable detail the basis for the Adverse Recommendation Change and attaches shall have attached thereto the most current version of the any proposed agreement under which or, if there is no proposed agreement, a detailed summary of the material terms of any such Superior Proposal is proposed to be consummated proposal and the identity of the third party making the Acquisition Proposal and all terms and conditions material to such offeror) (a “Notice of Superior Proposal to the extent not set forth in such proposed agreement or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iiiProposal”), such notice includes and (i) after delivery of a reasonably detailed description Notice of the reasons for making such Adverse Recommendation Change, Intervening Event: (iii1) during the Negotiation such Notice Period, the Company negotiates, shall (and causes shall cause its Representatives to negotiate, to) engage in good faith negotiations with Parent, Parent (to the extent Parent wishes to negotiate, with respect to any proposed ) regarding changes by Parent to the terms and conditions of this Agreement and, if applicable, such that failing to make an Adverse Recommendation Change could not be reasonably likely to result in a breach of the other Transaction Documents or the transactions contemplated hereby or thereby (or with respect to other proposals made by Parent), Board of Director’s fiduciary duties under Delaware Law and (iv2) at the end of such Notice Period, the Board of Directors determines shall have determined in good faith (faith, after consultation with its financial advisors and outside legal counsel and after considering in good faith taking into account any offer or proposal offers to adjust the terms of this Agreement made by Parent during the Negotiation Notice Period, that the failure to make an Adverse Recommendation Change with respect to such Intervening Event could be reasonably likely to result in a breach of its fiduciary duties under Delaware Law. Any material change to the Intervening Event shall require the Company to issue a new Notice of Intervening Event (with a new Notice Period) and the Company shall again be required to comply with the requirements of this clause (i); or (ii) after delivery of a Notice of Superior Proposal: (1) during the Notice Period, the Company shall (and shall cause its Representatives to) engage in good faith negotiations with Parent (to the extent Parent wishes to negotiate) regarding such changes to the terms and conditions of this Agreement such that the Acquisition Proposal that was determined to constitute a Superior Proposal may no longer be reasonably considered a Superior Proposal and (2) at the end of such Notice Period, the Board of Directors shall have determined in good faith, after consultation with its financial advisors and outside legal counsel and taking into account any offers to adjust the terms of this Agreement made by Parent during the Notice Period, that (A) in such Acquisition Proposal constitutes a Superior Proposal and (B) the case of failure to make an Adverse Recommendation Change or terminate this Agreement to be made following receipt of a enter into an Alternative Acquisition Agreement for such Superior Proposal pursuant could be reasonably likely to Section 6.03(c)(ii), or (B) result in the case a breach of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii), the failure to effect an Adverse Recommendation Change would be inconsistent with the Board of Directors its fiduciary duties under Applicable Delaware Law; provided that any material revisions . Any amendment to the financial terms or other material terms of a such Superior Proposal, including any revision in price, Proposal shall require a new notice pursuant to clauses Notice of Superior Proposal (iand a new Notice Period) and the Company shall again be required to comply with the requirements of this clause (ii) above and the Negotiation Period shall be extended to ensure that at least 48 hours remain in the Negotiation Period subsequent to the time the Company notifies Parent of any such material revisions (it being agreed that there may be multiple such revisions).

Match Right. The Board of Directors Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be entitled to make an Adverse Recommendation Change pursuant to Section 6.03(c)(ii6.02(f) or Section 6.03(c)(iii6.02(g) (and, in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), shall not cause the Company to or terminate this Agreement pursuant to Section 10.01(d)(iii9.01(f) unless (x) the Company shall have provided to Parent four (4) business days’ prior written notice (the “Match Right Notice”), advising Parent that the Company intends to take such action and specifying, in order reasonable detail, the reasons for such action and (1) with respect to enter into a definitive Alternative Acquisition Agreement in respect thereofSuperior Proposal, the material terms and conditions of any such Superior Proposal (and disclosing the identity of the person making such Superior Proposal and providing copies of the most current versions of any proposed agreements relating thereto) or otherwise(2) with respect to an Intervening Event, unless: the details of such Intervening Event, and (y): (i) during such four (4) business day period, if requested by Parent, the Company promptly notifies Parent, and its Representatives shall have engaged in writing at least three Business Days before taking good faith negotiations with Parent regarding changes to the terms of this Agreement proposed by Parent or another proposal to the extent proposed by Parent so that action (such three Business Day period, the “Negotiation Period”), of its intention to do so, (ii) (A) in the case of an Adverse Recommendation Change would no longer be necessary or to be made following receipt of cause such Takeover Proposal to no longer constitute a Superior Proposal pursuant Proposal, as applicable; and (ii) the Company Board shall have considered any adjustments to Section 6.03(c)(ii), such notice specifies in reasonable detail the basis for the Adverse Recommendation Change and attaches the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the third party making the Acquisition Proposal and all terms and conditions material to such Superior Proposal this Agreement (including to the extent not set forth price terms hereof) and any other agreements or proposals that may be proposed in such proposed agreement or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii), such notice includes a reasonably detailed description of the reasons for making such Adverse Recommendation Change, (iii) during the Negotiation Period, the Company negotiates, and causes its Representatives to negotiate, in good faith with Parent, to the extent Parent wishes to negotiate, with respect to any proposed changes writing by Parent to (the terms “Proposed Changed Terms”) no later than 11:59 p.m., New York City time, on the fourth (4th) business day of such four (4) business day period and conditions of this Agreement and, if applicable, the other Transaction Documents or the transactions contemplated hereby or thereby (or with respect to other proposals made by Parent), and (iv) the Board of Directors determines shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that, after considering in good faith any offer or proposal made by Parent during the Negotiation Period) that (A) in the case of an Adverse Recommendation Change giving effect to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii)such Proposed Changed Terms, the failure to effect an make the Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(f), as applicable, would be inconsistent with the Board of Directors Company Board’s fiduciary duties under Applicable applicable Law; provided that . For the avoidance of doubt, in the event of any (x) material changes in the changes, effects, events, occurrences or facts relating to an Intervening Event and (y) changes to the financial terms, or material revisions to the terms other terms, of a Superior Proposal, including any revision the Company shall, in priceeach case, shall require deliver to Parent a new notice pursuant to clauses (iMatch Right Notice consistent with that described in this Section 6.02(h) and a new two (ii2) above and business day notice period under Section 6.02(h)(i) shall commence (but in no event shall such new notice period be shorter than the Negotiation Period shall be extended to ensure that at least 48 hours remain in the Negotiation Period subsequent to the time the Company notifies Parent of any such material revisions initial four (it being agreed that there may be multiple such revisions4) business day notice period).

Match Right. The Notwithstanding anything to the contrary in this Agreement, the Company Board of Directors shall not make an Adverse be permitted to effect a Change of Recommendation Change pursuant to Section 6.03(c)(ii) or Section 6.03(c)(iii) (and, in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), shall not cause the Company to terminate this Agreement pursuant to Section 10.01(d)(iii) in order to enter into a definitive Alternative Acquisition Agreement in respect thereof7.1(c)(ii) or otherwise, unless: Section 7.1(c)(iv) until it has first taken the following actions: (i) If involving or relating to an Intervening Event: (A) the Company promptly notifies Parent, in writing Board shall give Parent at least three (3) Business Days before taking that action (such three Business Day period, the “Negotiation Period”), prior written notice of its intention to do so, (ii) (A) in the case of an Adverse Recommendation Change to be made following receipt of take such action and a Superior Proposal pursuant to Section 6.03(c)(ii), such notice specifies in reasonable detail the basis for the Adverse Recommendation Change and attaches the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the third party making the Acquisition Proposal and all terms and conditions material to such Superior Proposal to the extent not set forth in such proposed agreement or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii), such notice includes a reasonably detailed description of the reasons for making taking such Adverse Recommendation Changeaction, (iiiB) during the Negotiation Periodupon Parent’s request, the Company negotiatesshall discuss with Parent, and causes cause its financial and legal advisors and other Representatives to negotiatediscuss with Parent, in good faith with Parent, and in reasonable detail the facts and circumstances giving rise to the extent Parent wishes to negotiate, with respect to any proposed changes such Intervening Event during such notice period and provide all information reasonably requested by Parent concerning such facts and circumstances to facilitate Parent’s evaluation of whether to improve the terms and conditions of this Agreement and, if applicableAgreement, the other Transaction Documents or Equity Financing Commitments, the transactions contemplated hereby or thereby (or with respect to other proposals made by Parent)Debt Financing Commitment and the Limited Guarantee in such a manner that would obviate the need for the taking of such action, and (ivC) following the end of such three (3) Business Day period, the Company Board of Directors determines shall then have considered in good faith any revisions to this Agreement, the Equity Financing Commitments, the Debt Financing Commitment and the Limited Guarantee proposed in writing by Parent, and shall have determined in good faith (after consultation with its financial advisor and outside legal counsel and after considering in good faith any offer or proposal made by Parent during the Negotiation Periodcounsel) that (A) in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii), the failure to effect an Adverse Recommendation Change take such action would be inconsistent with the Board of Directors directors’ fiduciary duties under Applicable applicable Law; provided . (ii) If involving or relating to an Acquisition Proposal or Superior Proposal: (A) such Acquisition Proposal shall not have resulted from a breach of Section 5.4(b) and the Company shall then comply with Section 5.4(c) with respect to such Acquisition Proposal, (B) the Company Board shall then determine in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal, (C) the Company shall then provide a written notice to Parent (a “Notice of Superior Proposal”) that the Company intends to take such action and describing the material terms and conditions of the Superior Proposal that is the basis for such action, including with such Notice of Superior Proposal a copy of the relevant proposed transaction document(s) related to the Superior Proposal (including, to the extent not prohibited by any material revisions applicable confidentiality agreement, the identity of the Person making the proposal), (D) during the three (3) Business Day period following Parent’s receipt of the Notice of Superior Proposal, the Company shall, and shall cause its financial and legal advisors and other Representatives, to negotiate with Parent (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement, the Equity Financing Commitments, the Debt Financing Commitment and the Limited Guarantee so that such Superior Proposal ceases to constitute a Superior Proposal, and (E) following the end of such three (3) Business Day period, the Company Board shall then have determined in good faith, taking into account any changes to the terms of this Agreement, the Equity Financing Commitments, the Debt Financing Commitment and the Limited Guarantee proposed in writing by Parent to the Company in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal, including . Any amendment to the financial terms or any revision in price, other material amendment of such Superior Proposal shall require a new notice pursuant to clauses (i) and (ii) above Notice of Superior Proposal and the Negotiation Period Company shall be extended required to ensure comply again with the requirements of this Section 5.4(h)(ii) (provided, that at least 48 hours remain in the Negotiation Period subsequent references to the time the Company notifies Parent of any such material revisions three (it being agreed that there may 3) Business Day period above shall be multiple such revisionsdeemed references to a 48 hour period).

Match Right. The Notwithstanding anything to the contrary in this Agreement, the Company Board of Directors shall not make an Adverse be permitted to effect a Change of Recommendation Change pursuant to Section 6.03(c)(ii) or Section 6.03(c)(iii) (and, in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), shall not cause the Company to and/or terminate this Agreement pursuant to Section 10.01(d)(iii7.1(c)(ii) in order to enter into a definitive Alternative Acquisition Agreement in respect thereof) or otherwise, unlessuntil it has first taken the following actions: (i) the Company promptly notifies Parent, in writing at least three Business Days before taking that action applicable Acquisition Proposal (such three Business Day period, the “Negotiation Period”if any) shall not have resulted from a breach of Section 5.4(b), of its intention to do so, ; (ii) (Aif applicable, the Company shall have complied in all material respects with its obligations under Section 5.4(c) in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal pursuant to Section 6.03(c)(ii), such notice specifies in reasonable detail the basis for the Adverse Recommendation Change and attaches the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the third party making the Acquisition Proposal and all terms and conditions material with respect to such Superior Proposal to the extent not set forth in such proposed agreement or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii), such notice includes a reasonably detailed description of the reasons for making such Adverse Recommendation ChangeAcquisition Proposal, (iii) during the Negotiation Period, the Company negotiates, and causes its Representatives to negotiate, in good faith with Parent, to the extent Parent wishes to negotiate, with respect to any proposed changes by Parent to the terms and conditions of this Agreement and, if applicable, the other Transaction Documents or the transactions contemplated hereby or thereby (or with respect to other proposals made by Parent), and (iv) the Company Board of Directors determines shall then determine in good faith (after consultation with its financial advisor and outside legal counsel and after considering in good faith any offer or proposal made by Parent during the Negotiation Periodcounsel) that such Acquisition Proposal (Aif any) is a Superior Proposal, (iv) the Company shall have provided written notice to Parent (a “Notice”) that the Company intends to take such action and specifying in reasonable detail the circumstances giving rise to such action, including in the case of an Adverse Recommendation Change such action is proposed to be made taken in connection with a Superior Proposal, the information specified by Section 5.4(g) with respect to such Superior Proposal, (iv) during the three (3) Business Day period following Parent’s receipt of the Notice, the Company shall, and shall cause its financial and legal advisors and other Representatives, to negotiate with Parent (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement, the Equity Financing Commitments, the Debt Financing Commitment, the Limited Guarantee and the Rollover Commitment Letter such that such Superior Proposal ceases to constitute a Superior Proposal pursuant to Section 6.03(c)(ii), (if applicable) or (B) in the case of an Adverse Recommendation Change to be made in response to an Intervening Event pursuant to Section 6.03(c)(iii), the failure to effect an Adverse Recommendation Change take such action would no longer reasonably be likely to be inconsistent with the Company Board’s fiduciary obligations under applicable Law, and (v) following the end of such three (3) Business Day period, the Company Board of Directors fiduciary duties under Applicable Law; provided that shall then have determined in good faith, taking into account any material revisions changes to the terms of this Agreement, the Equity Financing Commitments, the Debt Financing Commitment, the Limited Guarantee and the Rollover Commitment Letter proposed in writing by Parent to the Company in response to the Notice or otherwise, that the Superior Proposal giving rise to the Notice continues to constitute a Superior Proposal, including Proposal (if applicable) or that the failure to take such action would reasonably be likely to continue to be inconsistent with the Company Board’s fiduciary obligations under applicable Law. Any amendment to the financial terms or any revision in price, other material amendment of such Superior Proposal shall require a new notice pursuant to clauses (i) and (ii) above Notice and the Negotiation Period Company shall be extended required to ensure comply again with the requirements of this Section 5.4(h), except that at least 48 hours remain in the Negotiation Period subsequent three (3) Business Day period referred to the time the Company notifies Parent of any such material revisions herein shall be reduced to two (it being agreed that there may be multiple such revisions)2) Business Days.