Right to Match Clause Samples
The Right to Match clause grants a party the opportunity to match any offer received by the other party before that offer is accepted. In practice, if one party receives a third-party proposal—such as a purchase offer or contract terms—the party holding the right to match is notified and given a specified period to match the terms of the competing offer. This clause ensures that the holder has a fair chance to retain a valuable asset or relationship, preventing them from being bypassed in favor of a third party.
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Right to Match. (a) If Yerbaé receives an Acquisition Proposal that the Yerbaé Board determines, in good faith after consultation with its outside financial and legal advisors, constitutes a Superior Proposal prior to obtaining the Yerbaé Shareholder Approval, the Yerbaé Board may, subject to compliance with Section 8.2, enter into a definitive agreement or make a Change in Recommendation with respect to such Superior Proposal, if and only if:
(i) Yerbaé has been, and continues to be, in compliance with its obligations under this Article 4 in all respects and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or knowingly facilitated by Yerbaé or any of the Yerbaé Subsidiaries or any of their respective Representatives;
(ii) the Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-solicitation or similar agreement with Yerbaé;
(iii) Yerbaé has delivered to Safety Shot a written notice of the determination of the Yerbaé Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Yerbaé Board to enter into such definitive agreement with respect to such Superior Proposal and/or withdraw or modify the Yerbaé Board Recommendation, which written notice specifies the material terms and conditions of such Superior Proposal and provides the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated (the “Superior Proposal Notice”);
(iv) at least ten (10) full Business Days (the “Matching Period”) have elapsed from the date on which Safety Shot received the Superior Proposal Notice;
(v) during any Matching Period, Safety Shot has had the opportunity (but not the obligation), in accordance with Section 4.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal and Yerbaé has negotiated, and caused its Representatives to negotiate, in good faith with Safety Shot to the extent Safety Shot wishes to negotiate any revisions to the terms of this Agreement that Safety Shot proposes pursuant to Section 4.4(b);
(vi) after the Matching Period, the Yerbaé Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed t...
Right to Match. (a) Subject to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless:
(i) the board of directors of COS determines that the Acquisition Proposal constitutes a Superior Proposal;
(ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal;
(iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal;
(iv) after the Response Period and the provisions of Section 4.2(b) in respect thereof, the board of directors of COS determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal; and
(v) COS concurrently terminates this Agreement pursuant to Section 5.1(g) and has paid or concurrently pays to Suncor the Termination Payment pursuant to Section 4.3.
(b) During the Response Period, Suncor will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommen...
Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless:
7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and
7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice.
7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.
7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares ...
Right to Match. 7.3.1 Tahoe covenants that it shall not approve, accept, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless:
(a) Tahoe has complied with its obligations under Section 7.2 and Section 7.3 and has provided Pan American with a copy of the Superior Proposal (and, if the consideration proposed under the Superior Proposal includes non-cash consideration, a written notice from the Tahoe Board setting out the value or range of values in financial terms that the Tahoe Board, in consultation with the Tahoe Financial Advisor, determined in good faith should be ascribed to such non-cash consideration);
(b) a period (the “Response Period”) of five (5) Business Days has elapsed from the date that is the later of (i) the date on which Pan American receives written notice from the Tahoe Board that the Tahoe Board has determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding written agreement with respect to the Superior Proposal, and (ii) the date Pan American receives a copy of the Superior Proposal (and, if the consideration proposed under the Superior Proposal includes non-cash consideration, a written notice from the Tahoe Board setting out the value or range of values in financial terms that the Tahoe Board, in consultation with the Tahoe Financial Advisor, determined in good faith should be ascribed to such non-cash consideration) from Tahoe that the Tahoe Board determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding written agreement with respect to the Superior Proposal;
(c) if Pan American has proposed to amend the terms of this Agreement in accordance with Section 7.3.2, then, as required by Section 7.3.2, the Tahoe Board shall have determined in good faith, after consultation with the Tahoe Financial Advisor and outside counsel, that the Acquisition Proposal continues to constitute a Superior Proposal after taking into account such amendments;
(d) Tahoe shall have terminated this Agreement pursuant to Section 8.2.1(d)(ii); and
(e) Tahoe shall have previously paid or caused to be paid, or concurrently pays or causes to be paid, to Pan American (or as Pan American may direct by notice in writing) the Termination Fee.
7.3.2 During the Response Period, Pan American shall have the righ...
Right to Match. (1) Subject to Section 8.2(1), Vasogen covenants that it will not effect a Change of Recommendation unless:
(a) Vasogen has complied with its obligations under the other provisions of this Article 8 and has provided the IPC Companies with a copy of the Superior Proposal; and
(b) a period (the “Response Period”) of five (5) Business Days shall have elapsed from the date on which the IPC Companies received written notice from the Vasogen Board that the Vasogen Board has determined, subject only to compliance with this Section 8.3, to effect a Change of Recommendation.
(2) During the Response Period, the IPC Companies will have the right, but not the obligation, to offer to amend the terms of this Agreement and the Arrangement. The Vasogen Board will review any such proposal by the IPC Companies to amend the terms of this Agreement and the Arrangement, to determine whether the Acquisition Proposal to which the IPC Companies is responding would be a Superior Proposal when assessed against this Agreement and the Arrangement as it is proposed by the IPC Companies to be amended. If the Vasogen Board does not in good faith so determine, the Vasogen Board will reaffirm its recommendation of the Arrangement, as so amended. If the Vasogen Board does in good faith so determine, the Vasogen Board or any committee thereof may effect a Change of Recommendation; provided that Vasogen has complied with the terms and conditions under Section 8.2(3).
(3) Vasogen shall ensure that the directors and officers of Vasogen are aware of the provisions of Section 8.2.
Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.11(c)) as contemplated in Section 9.11(e) unless:
(i) the Target has complied with its obligations under Section 9.11 and has provided the Purchaser with a copy of the Superior Proposal and all related documentation described in Section 9.11(d); and
(ii) a period (the “Response Period”) of five Business Days has elapsed from the date that is the later of: (A) the date on which the Purchaser receives written notice from the Target Board that it has determined, subject only to compliance with this Section 9.12, to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal; and (B) the date the Purchaser receives a copy of the Superior Proposal and all related documents described in Section 9.11(d).
(b) During the Response Period, the Purchaser will have the right, but not the obligation, to offer to amend this Agreement, including modification of the consideration to be issued or paid to the Target Vendors. The Target Board shall cooperate with the Purchaser with respect to the Superior Proposal, including by negotiating in good faith with the Purchaser, and shall review any such offer by the Purchaser to amend this Agreement to determine whether the Superior Proposal to which the Purchaser is responding would continue to be a Superior Proposal when assessed against the written proposal of the Purchaser. If the Target Board determines that the Superior Proposal no longer constitutes a Superior Proposal, when assessed against the written proposal of the Purchaser, the Target shall enter into an amendment to this Agreement with the Purchaser incorporating the amendments to this Agreement as set out in the written proposal. If the Target Board determines that the Superior Proposal continues to be a Superior Proposal, it may recommend that the Target Vendors accept such Superior Proposal; provided that it is in compliance with the conditions set out in Section 9.11(e), including by terminating this Agreement pursuant to Section 11.1(g) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.
(c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consider...
Right to Match. 7.3.1 Silverstone covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless:
(a) Silverstone has complied with its obligations under Section 7.2 and has provided Silver Wheaton with a copy of the Superior Proposal; and
(b) a period (the “Response Period”) of four Business Days has elapsed from the date that is the later of (x) the date on which Silver Wheaton receives written notice from the Silverstone Board that the Silverstone Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (y) the date Silver Wheaton receives a copy of the Superior Proposal.
7.3.2 During the Response Period, Silver Wheaton will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Silverstone Board shall review any such offer by Silver Wheaton to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Silver Wheaton is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Silver Wheaton to be amended. If the Silverstone Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, the Silverstone Board, will cause Silverstone to enter into an amendment to this Agreement with Silver Wheaton incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement and by the prompt issuance of a press release to that effect. If the Silverstone Board determines that the Acquisition Proposal continues to be a Superior Proposal, Silverstone may approve and recommend that holders of Silverstone Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.
7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of ...
Right to Match. (a) DRAXIS covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement permitted by Section 7.2(b)) unless:
(i) DRAXIS has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and
(ii) a period (the “Response Period”) of five business days shall have elapsed from the date that is the latest of (A) the date on which Purchaser received written notice from the DRAXIS Board that the DRAXIS Board determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date the Purchaser received a copy of the Superior Proposal.
(b) During the Response Period, the Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement and the Plan of Arrangement. Within five business days (the “Review Period”) of any such proposal by the Purchaser to amend the terms of this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate Consideration, the DRAXIS Board shall review and determine whether the Acquisition Proposal to which the Purchaser is responding would be a Superior Proposal when assessed against this Agreement and against the Plan of Arrangement as they are proposed by the Purchaser to be amended. Such determination to be made by the DRAXIS Board shall be communicated to the Purchaser by the end of the Review Period. If the DRAXIS Board does not so determine, the DRAXIS Board, subject to Purchaser and DRAXIS entering into an amendment to this Agreement in respect of the amended Plan of Arrangement, will promptly reaffirm its recommendation of the Plan of Arrangement in the same manner as described in Section 2.4. If the DRAXIS Board does so determine, DRAXIS may approve and recommend that holders of DRAXIS Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2(a)(iv)(A) to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.
(c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the DRAXIS Shares shall constitute a new Acquisition ...
Right to Match. For so long as not less than $1,000,000 of Obligations under the Purchased Debenture remain outstanding, if the Company receives an Acquisition Proposal in respect of which the Company Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisor(s) and after taking into account all the terms and conditions of the Acquisition Proposal, including all financial and regulatory aspects of such proposal, would, if consummated in accordance with its terms (but without assuming away any risk of non-completion), be fair to the Company Shareholders and in the best interests of the Company, the Company Board may authorize the Company to enter into a definitive agreement with respect to such Acquisition Proposal, if and only if:
(a) the Company has delivered to Archerwill a written notice of the intention of the Company Board to approve, accept, endorse, recommend or enter into a definitive agreement with respect to the Acquisition Proposal and notice as to the value in financial terms that the Company Board has, in consultation with its financial advisor(s) and/or any valuator or independent valuator, determined should be ascribed to any non-cash consideration offered under the Acquisition Proposal (a “Proposal Notice”);
(b) the Company has provided Archerwill with a copy of the proposed definitive agreement for the Acquisition Proposal, together with all materials related to any financing required for such proposal and any valuation of non-cash consideration; and
(c) at least 15 Business Days have elapsed from the date that is the later of (A) the date on which Archerwill received the Proposal Notice and (B) the date on which Archerwill received all of the materials set forth in Section 2.1(b) (the “Response Period”).
Right to Match. 7.3.1 Each Party covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless:
(a) The Party receiving such proposal (the “Receiving Party”) has complied with its obligations under Section 7.2 and has provided the other Party (the “Responding Party”) with a copy of the Superior Proposal and all related documentation described in Section 7.2.4; and 51175158.1 64
(b) a period (the “Response Period”) of four business days has elapsed from the date that is the later of: (x) the date on which the Responding Party receives written notice from the Receiving Party that it has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal; and (y) the date the Responding Party receives a copy of the Superior Proposal and all related documents described in Section 7.2.4.
7.3.2 During the Response Period, the Responding Party will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including modification of the consideration. The Receiving Party shall review any such offer by the Responding Party to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which the Responding Party is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by the Responding Party to be amended. If the Receiving Party determines that the Acquisition Proposal no longer constitutes a Superior Proposal, when assessed against this Agreement and the Plan of Arrangement as they are proposed to be amended by the Responding Party, the Receiving Party will cause it to enter into an amendment to this Agreement with the Responding Party incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the Receiving Party determines that the Acquisition Proposal continues to be a Superior Proposal, it may recommend that holders of its securities accept such Superior Proposal provided that before doing so it terminates this Agreement and pays the Termination Fee pursuant to Section 8.2.1(...