General notification obligations. (a) During the Exclusivity Period, Xxxxxxx must notify the Bidder as soon as practicable in the circumstances and, in any event, within 48 hours if: (i) Pushpay or any of its Representatives receives a Competing Proposal, or an inquiry or approach from a Third Party to initiate any discussions or negotiations that could reasonably be expected to lead to a Competing Proposal, or any request for Xxxxxxx to take any action contemplated by clause 14.2(a) or 14.3(a); (ii) Pushpay or any of its Representatives receives any request for information relating to the Pushpay Group or its Business or any request for access to any non-public information of any member of the Pushpay Group in connection with a current or future Competing Proposal; or (iii) Xxxxxxx proposes to take any action in reliance on the exception in clause 14.4. (b) A notice given under clause 14.5(a) must be accompanied by all material details of the relevant event, including (as the case may be): (i) the identity of the person who provided the Competing Proposal or made the relevant inquiry or approach to initiate discussions or to whom any information is proposed to be provided as referred to in clause 14.5(a); (ii) all material terms and conditions of any Competing Proposal, including the amount and form of consideration to be offered, the conditions to which it is subject, the proposed timetable and any break fee arrangements (to the extent known); (iii) whether or not Pushpay intends to progress or respond to the relevant inquiry, approach, offer, bid, proposal or request (or whether, acting in good faith, Xxxxxxx has not yet been able to make such a decision); and (iv) the nature of the information or access requested and/or provided or action proposed to be taken. (c) Without limiting Pushpay’s other obligations under this clause 14.5, Pushpay shall keep the Bidder reasonably informed on a prompt and timely basis of the status and any developments regarding any Competing Proposal which Pushpay (acting reasonably) considers are material, within 24 hours after receipt or delivery thereof (including, if a notice given under clause 14.5(a) states, in accordance with clause 14.5(b)(iii) that Pushpay has not yet decided whether it intends to progress or respond to the relevant inquiry, approach, offer, bid, proposal or request (or similar statement), updating the Bidder on a prompt and timely basis when it makes such a decision).
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Samples: Scheme Implementation Agreement, Scheme Implementation Agreement, Scheme Implementation Agreement
General notification obligations. (a) During the Exclusivity Period, Xxxxxxx the Company must notify the Bidder as soon as practicable in the circumstances andcircumstances, and in any eventevent within 24 hours, within 48 hours notify the Acquirer if:
(i) Pushpay the Company or any of its Representatives receives a any Competing ProposalProposal or any inquiry, approach, correspondence or an inquiry or approach other communication from a Third Party to initiate any discussions or negotiations that could reasonably be expected to lead to a transaction in the nature of a Competing Proposal, or any request for Xxxxxxx to take any action contemplated by clause 14.2(a) or 14.3(a)Transaction;
(ii) Pushpay the Company or any of its Representatives receives any request for information relating to the Pushpay MHM Automation Group or its Business or any request for access to any non-public information of any member of the Pushpay MHM Automation Group in connection with a current or future Competing Proposal; or
(iii) Xxxxxxx the Company proposes to take any action in reliance on the exception exceptions in clause 14.413.3 or clause 13.5, and such notification will include reasonable detail of the terms of such approach, action or circumstances (including, for the avoidance of doubt and to the extent applicable), the information specified in clause 13.6(b)).
(b) A notice given under clause 14.5(a13.6(a) must be accompanied by all applicable material details of the relevant event, including (as the case may be):
(i) the identity of the person who provided the Competing Proposal or made the relevant inquiry or approach to initiate discussions or to whom any information is proposed to be provided as referred to in clause 14.5(a13.6(a);
(ii) all material terms and conditions of any the Competing Proposal, including such as the amount and form of consideration to be offered, the conditions to which it is subject, the proposed timetable and any break fee arrangements (to the extent known);
(iii) whether or not Pushpay the Company intends to progress or respond to the relevant inquiry, approach, offer, bid, proposal or request (or whether, acting in good faith, Xxxxxxx the Company has not yet been able to make such a decision) and how the Company proposes to respond (if applicable); and
(iv) the nature of the information or access requested and/or provided or action proposed to be taken.
(c) Without limiting Pushpay’s the Company's other obligations under this clause 14.513.6, Pushpay the Company shall keep the Bidder Acquirer reasonably informed on a prompt and timely basis of the status and any developments regarding any Competing Proposal which Pushpay the Company (acting reasonably) considers are material, within 24 hours after receipt or delivery thereof thereof, including:
(including, i) any update or amendment to the terms of the Competing Proposal; and
(ii) if a notice given under clause 14.5(a13.6(a) states, in accordance with clause 14.5(b)(iii) 13.6(b)(iii), that Pushpay the Company has not yet decided whether it intends to progress or respond to the relevant inquiry, approach, offer, bid, proposal or request (or similar statement), updating the Bidder Acquirer on a prompt and timely basis when it makes such a decision).
Appears in 1 contract
Samples: Scheme Implementation Agreement
General notification obligations.
(a) During the Exclusivity Period, Xxxxxxx Arvida must notify the Bidder as soon as practicable in the circumstances and, and in any event, event within 48 hours notify Stonepeak if:
(i) Pushpay Arvida or any of its Representatives receives a any Competing Proposal, or an inquiry or approach from a Third Party to initiate any discussions or negotiations that could reasonably be expected to lead to a Competing Proposal, or any request for Xxxxxxx to take any action contemplated by clause 14.2(a13.2(a) or 14.3(a13.4(a);
(ii) Pushpay Arvida or any of its Representatives receives any request for information relating to the Pushpay Arvida Group or its Business or any request for access to any non-public information of any member of the Pushpay Arvida Group in connection with a current or future Competing Proposal; or
(iii) Xxxxxxx Xxxxxx proposes to to, or does, take any action in reliance on the exception exceptions in clause 14.413.3 or clause 13.5.
(b) A notice given under clause 14.5(a13.6(a) must be accompanied by all material details of the relevant event, including (as the case may be):
(i) the identity of the person who provided the Competing Proposal or made the relevant inquiry or approach to initiate discussions or to whom any information is proposed to be provided as referred to in clause 14.5(a13.6(a);
(ii) all material terms and conditions of any Competing Proposal, including the amount and form of consideration to be offered, the conditions to which it is subject, the proposed timetable and any break fee arrangements (to the extent known);
(iii) whether or not Pushpay Arvida intends to progress or respond to the relevant inquiry, approach, offer, bid, proposal or request (or whether, acting in good faith, Xxxxxxx Xxxxxx has not yet been able to make such a decision); and
(iv) the nature of the information or and access requested and/or provided or action proposed to be taken.
(c) Without limiting PushpayArvida’s other obligations under this clause 14.513.6, Pushpay Arvida shall keep the Bidder Stonepeak reasonably informed on a prompt and timely basis of the status and any developments regarding any Competing Proposal which Pushpay Arvida (acting reasonably) considers are materialmaterial (which shall include any change in price or form of consideration or other material amendment thereto), within 24 hours after receipt or delivery thereof (including, if a notice given under clause 14.5(a13.6(a) states, in accordance with clause 14.5(b)(iii13.6(b)(iii) that Pushpay Xxxxxx has not yet decided whether it intends to progress or respond to the relevant inquiry, approach, offer, bid, proposal or request (or similar statement), updating the Bidder Stonepeak on a prompt and timely basis when it makes such a decision).
Appears in 1 contract
Samples: Scheme Implementation Agreement