Common use of Company Takeover Proposal Clause in Contracts

Company Takeover Proposal. Each Stockholder will, and will cause its officers, directors, employees, agents or representatives (including any investment banker, financial advisor, attorney or accountant for such Stockholder) ("Representatives") to notify Parent, the Purchaser and the Company promptly, and in all events within 24 hours, (or will determine that Parent, the Purchaser and the Company have been notified) if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Stockholder or its Representatives in connection with any Company Takeover Proposal indicating, in connection with such notice, the name of the person indicating such Company Takeover Proposal and the material terms and conditions of any proposals or offers. Each Stockholder agrees, severally and not jointly, that he, she or it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the possibility or consideration of any Company Takeover Proposal and will not take, authorize or permit any of its Representatives to take, any action that the Company would be prohibited from taking under Section 4.02 of the Merger Agreement. Such Stockholder will keep Parent, the Purchaser and the Company fully informed, on a current basis, of the status and terms of any Company Takeover Proposal.