Common use of Matching right Clause in Contracts

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. (a) During the Exclusivity Period, : (a) Target must not use reasonable endeavours to procure that none of its directors publicly recommend a Competing Proposal, or enter into any agreement, arrangement or understanding to undertake a Competing Proposal, unless it has firstunless: (i) notified Target has provided Bidder in writing with written notification of the material terms and conditions of the Competing Proposal and the person or persons proposing the Competing Proposal; and (ii) Target has given Bidder at least 3 two Business Days after the provision of that the information referred to in which paragraph 9.6(a)(i) to provide an irrevocable offer to Target that is more favourable as a matching or superior deal whole to Target Shareholders than the terms of the relevant Competing Proposal (Bidder Counter Proposal). (b) Target must use its best reasonable endeavours to procure that its directors, within 72 hours of receiving the Target Directors Bidder Counter Proposal, consider any Bidder Counter Proposal in good faith and, if the Target Directors determine directors determine, acting in good faith and having taken the advice from its legal and financial advisers, that the terms and conditions of the Bidder Counter Proposal taken as a whole are no less more favourable to Target Shareholders 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 reasonable endeavours to procure that each Target Director of its directors makes a public statement to the Shareholders recommending the Bidder Counter Proposal to the Target Shareholders.