Matching right Clause Samples
A matching right clause gives a party the opportunity to match any offer that another party receives, typically in the context of selling an asset, shares, or entering into a new agreement. For example, if a shareholder wishes to sell their shares and receives a third-party offer, the matching right allows the other shareholders or the company to purchase the shares on the same terms before the sale proceeds. This clause serves to protect the interests of existing parties by giving them a chance to retain control or ownership and prevents unwanted third parties from entering the arrangement without first offering the opportunity to current stakeholders.
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Matching right. (a) Without limiting clauses 7.2 or 7.3, APD must:
(i) not, and must procure that each of its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a third party, APD or both proposes or propose to undertake or give effect to a Competing Proposal (other than, for the avoidance of doubt, non-disclosure agreements); and
(ii) procure that no APD Director publicly changes or withdraws his or her recommendation in favour of the Schemes to publicly recommend a Competing Proposal (or publicly recommends against the Scheme), unless:
(iii) the APD Board has determined, acting in good faith and after consultation with its financial adviser, that the Competing Proposal is a Superior Proposal;
(iv) APD has provided Bidder with the material terms and conditions of the Competing Proposal (including price, the identity of the Third Party making the Competing Proposal, form of consideration, proposed deal protection provisions, any break or reimbursement fee, proposed timing and any conditions precedent) and has confirmed that, subject to the operation of this clause 7.5, it intends to enter into an agreement to give effect to the Competing Proposal; and
(v) within five Business Days after the date on which ▇▇▇▇▇▇ receives the information referred to in clause 7.7(a)(iv), Bidder does not provide to APD a counterproposal (Bidder Counterproposal) that the APD Board determines, acting in good faith and after consultation with its financial adviser, would produce an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made.
(b) If Bidder makes a Bidder Counterproposal before the deadline specified in clause 7.7(a)(v), and the APD Board has determined that such Bidder Counterproposal would produce an equivalent or superior outcome for APD Securityholders as compared to the outcome that would be produced by the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal and the basis on which it was made, then:
(i) Bidder and APD must each use reasonable endeavours to agree the transaction documentation required to implement the Bidder Counterproposal as soon as reasonably practicable; and
(ii) subject to such transaction document being so agreed, APD mus...
Matching right. (a) QMS must:
(i) not, and must procure that its Authorised Persons do not enter into any agreement, arrangement or understanding (whether or not in writing) in relation to a Competing Proposal; and
(ii) direct each QMS Independent Director not to withdraw, change or modify his or her recommendation or voting intention (as set out in clause 6) in response to a Competing Proposal, or publicly recommend, support or endorse a Competing Proposal, unless:
(iii) the Competing Proposal is a Superior Proposal;
(iv) QMS has provided Bidder with the material terms and conditions of the Competing Proposal, including the identity of any person(s) making the Competing Proposal, the price, conditions and proposed timing of the proposal;
(v) QMS has given Bidder at least 3 Business Days after provision of all of the information referred to in clause 11.7(a)(iv) to provide a proposal that is no less favourable to QMS Shareholders or is superior to the Competing Proposal (Updated Bidder Proposal); and
(vi) Bidder has not provided a Updated Bidder Proposal which the QMS Directors determine (acting reasonably and in good faith) would be reasonably likely to provide an outcome for QMS Shareholders that is no less favourable or more favourable to QMS Shareholders as a whole than the relevant Competing Proposal (having regard to matters including, but not limited to, consideration, conditionality, funding, certainty and timing) by the expiry of the period referred to in clause 11.7(a)(v).
(b) QMS’s obligations under this clause 11.7 apply in respect of each new Competing Proposal and any material variation or amendment to a Competing Proposal.
Matching right. Without limiting clause 6.6(a), during the Exclusivity Period and if Target receives a Competing Proposal, Target must:
(a) not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) under which a Third Party and/or Target proposes to undertake or give effect to an actual, proposed or potential Competing Proposal; and
(b) procure that Target Board does not change their respective recommendation in favour of the Offer to publicly recommend the actual, proposed or potential Competing Proposal, unless:
(c) the Target Board determines that the actual, proposed or potential Competing Proposal is or may reasonably be expected to lead to a Target Superior Proposal from the perspective of the shareholders of Target having regard to the steps which that Target Board proposes to take;
(d) Target has provided Bidder with the material terms and conditions of the actual, proposed or potential Competing Proposal, including the price and the identity of the Third Party making the actual, proposed or potential Competing Proposal in accordance with clause 6.6;
(e) Target has given Bidder at least 5 Business Days after the provision of the information referred to in clause 6.7(d) to revise, or provide proposed revisions, to the Offer (as the case may be) to match or better the actual, proposed or potential Competing Proposal if Bidder so chooses in its absolute discretion; and
(f) Bidder has not, within the time period referred to in clause 6.7(e), revised, or provided proposed revisions, to the Offer (as the case may be) which the Target Board determines, in good faith after receiving written advice from its external legal advisers, matches or ▇▇▇▇▇▇▇ the actual, proposed or potential Competing Proposal. Each party acknowledges and agrees that each successive material modification of any actual, proposed or potential Competing Proposal will constitute a new actual, proposed or potential Competing Proposal for the purposes of this clause 6.7.
Matching right. (a) Prior to Company (or any Company Subsidiary) entering into any binding or definitive agreement or other arrangement with any third Person with respect to any Company Third Party Transaction following the negotiations described in Section 4.4(b), Company will send written notice to DWA (the “DWA Matching Right Notice”), which notice must contain the material terms and conditions (financial and otherwise) of any such proposed agreement or other arrangement.
(b) For a period of thirty (30) days following DWA’s receipt of the DWA Matching Right Notice (the thirtieth (30th) day following the date of such receipt, the “DWA Matching Right Expiration Date”), DWA or an Affiliate of DWA may elect to enter into an agreement with Company (or the applicable Company Subsidiary) on the terms and conditions described in the Matching Right Notice. 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 DWA or such Affiliate does not elect to enter into such an agreement with Company (or the applicable Company Subsidiary), or the Parties are unable to agree upon and enter into an agreement prior to the DWA Matching Right Expiration Date, then Company (or such Company Subsidiary) may enter into a definitive agreement with the relevant third Person on the terms and conditions set forth in the DWA Matching Right Notice; provided, however, that if Company (or such Company Subsidiary) and such third Person do not enter into a definitive agreement and consummate the applicable Company Third Party Transaction prior to the thirtieth (30th) day following the DWA Matching Right Expiration Date, the provisions of Sections 4.4 and 4.5 will again apply to any such Company Third Party Transaction.
Matching right. (a) If BTH is permitted by virtue of clause 9.7 to engage in activity that would otherwise breach any of clauses 9.3 or 9.4, BTH must ensure that it has in place, or enters into, a confidentiality agreement with the person who has made the applicable Competing Proposal (Rival Acquirer) on customary terms and must not enter into any other agreement, understanding or commitment in respect of a Competing Proposal or a potential Competing Proposal except as permitted by clause 9.6(b).
(b) If BTH receives an actual, proposed or potential Competing Proposal and as a result, any BTH director proposes to either:
(i) change, withdraw or modify his or her BTH Recommendation or BTH Voting Intention; or
(ii) approve or recommend entry into any agreement, commitment, arrangement or understanding relating to the actual, proposed or potential Competing Proposal (other than a confidentiality agreement contemplated by clause 9.6(a)), no BTH director must do so until each of the following has occurred:
(iii) the relevant BTH director has made the determination contemplated by clause 9.7(b) in respect of that actual, proposed or potential Competing Proposal;
(iv) BTH has given SPAC written notice (Relevant Notice) of the BTH director’s proposal to take the action referred to in clauses 9.6(b)(i) or 9.6(b)(ii) (subject to SPAC’s rights under clause 9.6(d));
(v) subject to clause 9.6(c), BTH has given SPAC all information required by clause 9.5(b); ▇▇▇▇▇▇▇ + ▇▇▇▇▇ page | 49
(vi) SPAC’s rights under clause 9.6(d) have been exhausted; and
(vii) the BTH directors have made the determination contemplated by clause 9.7(b) in respect of that actual, proposed or potential Competing Proposal after SPAC’s rights under clause 9.6(d) have been exhausted and after evaluation of any Counter Proposal.
(c) Prior to giving SPAC the information under clause 9.6(b)(v), BTH must advise the Rival Acquirer that the Rival Acquirer’s name and other details which may identify the Rival Acquirer, as well as the key terms of the actual, proposed or potential Competing Proposal, will be provided by BTH to SPAC on a confidential basis.
(d) If BTH gives a Relevant Notice to SPAC under clause 9.6(b)(iv), SPAC will have the right, but not the obligation, at any time during the period of 4 Business Days following the receipt of the Relevant Notice, to amend the terms of the Transaction including increasing the amount of consideration offered under the Transaction or proposing any other form of transaction (e...
Matching right. (a) During the Exclusivity Period, Target must not recommend a Competing Proposal, or enter into any agreement, arrangement or understanding to undertake a Competing Proposal, unless it has first:
(i) notified Bidder in writing of the material terms of the Competing Proposal and the person or persons proposing the Competing Proposal; and
(ii) given Bidder at least 3 Business Days after provision of that information in which to provide a matching or superior deal to the relevant Competing Proposal (Bidder Counter Proposal).
(b) Target must use its best endeavours to procure that the Target Directors consider any Bidder Counter Proposal in good faith and, if the Target Directors determine that the terms and conditions of the Bidder Counter Proposal taken as a whole are no less favourable than those of the relevant Competing Proposal, Target and Bidder must each use their reasonable endeavours to agree and enter into such documentation as is necessary to give effect to and implement the Bidder Counter Proposal as soon as reasonably practicable, and Target must use its best endeavours to procure that each Target Director makes a public statement to the Shareholders recommending the Bidder Counter Proposal to the Shareholders.
Matching right. Without limiting clauses 10.2 and 10.3, during the Exclusivity Period, Westfield:
(a) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, Westfield or both proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and
(b) must procure that none of the Westfield Directors change their recommendation in favour of the Schemes to publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Schemes), unless:
(c) the Westfield Board acting in good faith and in order to satisfy what the Westfield Board consider to be their statutory or fiduciary obligations (having received written advice from its external legal advisers who must be reputable advisers experienced in transactions of this nature), determines that the Competing Proposal would be or would be reasonably likely to be an actual, proposed or potential Superior Proposal;
(d) Westfield has provided Unibail with the material terms and conditions of the actual, proposed or potential Competing Proposal, including price and the identity of the Third Party making the actual, proposed or potential Competing Proposal;
(e) Westfield has given Unibail at least 7 days after the date of the provision of the information referred to in clause 10.8(d) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and
(f) Unibail has not announced or otherwise formally proposed to Westfield a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 7 day period referred to in clause 10.8(e). Any modification to any Competing Proposal (which will include any modification relating to the price or value of any Competing Proposal) will be taken to make that proposal a new Competing Proposal in respect of which ▇▇▇▇▇▇▇▇▇ must comply with its obligations under this clause 10.8 again.
Matching right. 11.1 The Offeror may amend the terms of the Proposal at any time and from time to time in accordance with the Clause 11 (subject always to the provisions of the Code and/or with the consent of the Panel).
11.2 The Company agrees that if the Directors determine (whether before or after the Proposal is formally announced for the purposes of Rule 2.5 of the Code) that any Independent Competing Offer may constitute a Superior Proposal, the Company will promptly confirm to the Offeror in writing (a “Superior Proposal Notice”) that such Independent Competing Offer may constitute a Superior Proposal, provide the Offeror with the material details of such Independent Competing Offer that led the Directors to determine that such Independent Competing Offer constituted a Superior Proposal (including, but not limited to, the offer price and nature of consideration contained in and, subject to any confidentiality obligations, the identity of any persons involved in the Superior Proposal), and notify the Offeror that it has convened a meeting of the Directors to consider whether or not to recommend the Superior Proposal and of the time and date of such meeting (which will be no sooner than midday on the third Business Day after the date of the Superior Proposal Notice) (the “Recommendation Board Meeting”).
11.3 Subject to the Code, the Company agrees to procure that the Directors will not recommend any Independent Competing Offer (whether or not such Independent Competing Offer is a Superior Proposal and whether before or after a formal announcement pursuant to Rule 2.5 of the Code is made by or on behalf of the Offeror) until the Recommendation Board Meeting.
11.4 If:
11.4.1 the Offeror confirms to the Company by no later than 5.00 p.m. on the Business Day prior to the Recommendation Board Meeting, that it intends to increase the Offer to a price per Company Share equal to or greater than that provided under the Superior Proposal, or to make an offer or proposal which would, in the reasonable opinion of Company’s financial advisor, provide equal or superior financial value to Company shareholders in comparison to such Superior Proposal (the “Revised Offer”); and
11.4.2 the Offeror confirms to either the Directors or the Company’s financial adviser prior to the Recommendation Board Meeting that it is ready to announce, or announces, the Revised Offer, the Directors will make a unanimous and unqualified recommendation of the Revised Offer to the Company Shareholders and ...
Matching right. (a) Without limiting clause 8.3, during the Exclusivity Period, Target must:
(i) not enter into any agreement, arrangement or understanding (whether or not in writing) under which a third party, Target or both propose to undertake or give effect to a Target Competing Proposal;
(ii) ensure that none of Target Directors changes, withdraws or modifies their recommendation of the Takeover Bid in favour of a Target Competing Proposal, unless:
(iii) the Target Board, acting reasonably and in good faith, has determined that the Target Competing Proposal is, or would reasonably likely lead to, a Superior Proposal;
(iv) Target has complied with its notification obligations under clause 8.5(a) and is not in breach of its obligations under clauses 8.3 and 8.4;
(v) Target has first given Bidder 5 Business Days’ notice in writing of the proposed action described in clause 8.6(a)(i) and/or 8.6(a)(ii);
(vi) Target has provided to Bidder with that notice the material terms and conditions of the Target Competing Proposal including the price or implied value, payment terms, form of consideration, timing, break fee (if any) and the identity of the proponent of the Target Competing Proposal; and
(vii) in relation to clause 8.6(a)(ii), clause 5.1(c)(ii) has been satisfied.
(b) During the 5 Business Day period referred to in clause 8.6(a)(v), Bidder will have the right to offer a counter proposal (Bidder Counter Proposal) that will provide a superior outcome for Target Shareholders than the applicable Target Competing Proposal and if it does so offer:
(i) Target and Bidder must use their best endeavours to agree any amendments to this Agreement that are necessary to reflect the Bidder Counter Proposal; and
(ii) Target must procure that Target Directors recommend the Bidder Counter Proposal to Target Shareholders and not the applicable Target Competing Proposal.
(c) Any modification to any Target Competing Proposal will constitute a new Target Competing Proposal for the purposes of this clause 8.6.
Matching right. Without limiting clause 6.1 during the Exclusivity Period, the Target:
(a) must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, the Target or both proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and
(b) must use its best endeavours to procure that none of its Directors change their recommendation in favour of the Takeover Bid to publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Takeover Bid), unless:
(c) the Board acting in good faith and in order to satisfy what the members of the Board consider to be their statutory or fiduciary duties determines that the Competing Proposal would be or would be likely to be an actual, proposed or potential Superior Proposal;
(d) the Target has provided the Bidder with the material terms and conditions of the actual, proposed or potential Competing Proposal, including price and the identity of the Third Party making the actual, proposed or potential Competing Proposal;
(e) the Target has given the Bidder at least 2 Business Days after the date of the provision of the information referred to in clause 6.3(d) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and
(f) the Bidder has not announced a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the 2 Business Day period in clause 6.3(e).