Notice of Acquisition Proposal. Except to the extent that Anatolia is entitled to withhold notification to URI pursuant to clause 13.4, in furtherance and not in limitation of the other provisions of, and without prejudice to URI's rights under, this clause 13, during the Exclusivity Period, Anatolia will promptly (and in any event within 24 hours):
(a) notify URI, at first orally and then in writing, if Anatolia or any of its Related Entities or their respective Representatives receives any Acquisition Proposal or written proposal, inquiry, offer, request or any other communication:
(i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal (including any reiteration or variation of an Acquisition Proposal or potential Acquisition Proposal);
(ii) for discussions or negotiations of an Acquisition Proposal or potential Acquisition Proposal; or
(iii) for non-public information relating to Anatolia or its Subsidiaries, access to properties, books and records or a list of Anatolia Shareholders, Anatolia Optionholders or Anatolia Performance Shareholders or the shareholders of any Subsidiary of Anatolia;
(b) provide URI written notice of the terms and conditions of the Acquisition Proposal or potential Acquisition Proposal, including the consideration being offered and such other details as URI may reasonably request; and
(c) provide URI:
(i) written notice of the identity of the Person(s) involved in the Acquisition Proposal or potential Acquisition Proposal; and
(ii) regular updates on the status of, or any material developments in relation to, any such Acquisition Proposal or potential Acquisition Proposal, (each notice satisfying clauses 13.3(a), 13.3(b), and 13.3(c), an Acquisition Proposal Notice), it being understood that any reiteration or variation of any prior Acquisition Proposal or potential Acquisition Proposal will require a new Acquisition Proposal Notice.
Notice of Acquisition Proposal. From and after the date of this Agreement until the earlier of Closing or the termination of this Agreement, Cyclerion shall promptly (and in any event within twenty-four (24) hours) notify Buyer in the event that Cyclerion receives, directly or indirectly: (i) any Acquisition Proposal; (ii) any request for nonpublic information relating to Cyclerion or its Subsidiary by any Person that informs Cyclerion, its Subsidiary or its Representatives that such Person is considering making, or has made, an Acquisition Proposal; or (iii) any request for discussions or negotiations relating to a possible Acquisition Proposal. Such notice shall be made in writing and shall include (x) the identity of the Person or group making such Acquisition Proposal or request, and (y) the material terms and conditions of any Acquisition Proposal or request and, if written, a copy thereof. Cyclerion will (A) keep Buyer reasonably apprised of any material developments, discussions and negotiations with respect to such Acquisition Proposal or inquiry, as well as any material modification of or amendment thereto and if written, provide to Buyer a copy thereof and (B) promptly make available to Buyer any non-public information of Cyclerion and its Subsidiary furnished to any third party in connection therewith that has not previously been provided to Buyer.
Notice of Acquisition Proposal. In the event that the Company receives an Acquisition Proposal which the Company desires to consider, or the Board, acting in good faith, authorizes the Company or any of its officers, representatives or agents to initiate or pursue an Acquisition Proposal, the Company shall promptly (and in any case within two (2) days after receipt of such Acquisition Proposal by the Company or such authorization by the Board, as applicable) provide Imperva with written notice (the “Notice”) of the receipt of such Acquisition Proposal or such authorization by the Board, as applicable. The Notice shall indicate (i) the identity of the Person or Persons involved in such Acquisition Proposal, (ii) the type of structure (whether merger, consolidation, asset purchase or other) contemplated by the Acquisition Proposal, and (iii) the type, but not amount, of consideration proposed for the Acquisition Proposal. Immediately after delivering the Notice to Imperva, the Company shall provide Imperva access to, and, if requested, copies of, the information and other diligence materials, including, without limitation, all non-public information of the Company, that are or have been supplied to any party initiating or involved in an Acquisition Proposal, and/or any of such party’s bankers, lawyers, accountants and other representatives and agents.
Notice of Acquisition Proposal. If France Loisirs receives an Acquisition Proposal, or the Board of Directors of France Loisirs, or any duly authorized committee thereof (the “Board”), acting in good faith, authorizes France Loisirs or any of its officers or agents to initiate or pursue an Acquisition Proposal, then within 5 business days after receipt of such offer by France Loisirs or such authorization by the Board, as applicable, France Loisirs shall provide Audible with written notice (the “Notice”), by facsimile or hand delivery, to the facsimile number or address listed in this Agreement, of the material terms of the Acquisition Proposal. The Notice shall include the identity of the party or parties involved in such Acquisition Proposal and either (i) if the Acquisition Proposal is in writing, a true and complete copy of the Acquisition Proposal, or (ii) if the Acquisition Proposal is not in writing, a written summary of the material terms of the Acquisition Proposal. The preceding obligations of France Loisirs are subject to any confidentiality clauses contained in, or legal confidentiality obligations affecting, such Acquisition Proposal. To the extent France Loisirs feels bound, in its reasonable judgement, by such confidentiality clauses or obligations, it shall, within the above 5 business days period, seek the approval of the author of the Acquisition Proposal to comply with the first two sentences of this Section 8.3.2 and shall for that purpose be entitled to disclose the existence of a right of first refusal of Audible to the author of the Acquisition Proposal. In case such approval is denied, and if in France Loisirs’s reasonable judgement a compliance with the first two sentences of this Section 8.3.2 in the absence of such approval would have adverse consequences for France Loisirs, France Loisirs shall not be obliged to comply with the first two sentences of this Section 8.3.2, but shall in this case be obliged to refuse the Acquisition Proposal.
Notice of Acquisition Proposal. From and after the date of this Agreement until the earlier of Closing or the termination of this Agreement, Seller shall promptly (and in any event within one calendar day following and three Business Days prior to providing any such Person with any information) notify Buyer in the event that Seller receives, directly or indirectly: (i) any Acquisition Proposal; (ii) any request for non-public information relating to Seller or its Subsidiaries by any Person that informs Seller, its Subsidiaries or its Representatives that such Person is considering making, or has made, an Acquisition Proposal; or (iii) any request for discussions or negotiations relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the material terms and conditions thereof and the identity of the other party or parties involved. Seller will (A) promptly keep Buyer reasonably apprised of any material developments, discussions and negotiations with respect to such Acquisition Proposal or inquiry, as well as any material modification of or amendment thereto, (B) promptly upon receipt or delivery thereof, provide Buyer with copies of all drafts and versions of agreements (including schedules and exhibits) and other material documentation or correspondence relating to any Acquisition Proposal exchanged between Seller and such Person or their respective Representatives, and (C) promptly make available to Buyer any non-public information of Seller and its Subsidiaries furnished to any third party in connection therewith that has not previously been provided to Buyer.
Notice of Acquisition Proposal. In the event that the Company receives an unsolicited Acquisition Proposal from a Third Party (a “Third Party Offer”), or the Board, acting in good faith, authorizes the officers of the Company to initiate or pursue an Acquisition Proposal (a “Solicitation Decision”), within one (1) business day after receipt of such Third Party Offer by the Company or such Solicitation Decision, as the case may be, the Company shall provide Total G&P with written notice (the “Notice”) of such Third Party Offer or Solicitation Decision, as the case may be. In the event of a Third Party Offer, the Notice shall also include the following information regarding the Acquisition Proposal: (i) whether the Company believes the offering party to be a strategic or financial buyer; (ii) whether the offering party is a public or private company and, if the offering party is a public company, whether it has a market capitalization in excess of $1,000,000,000; and (iii) whether the offering party is on the list of entities (or, to the Company’s knowledge, is affiliated with one of such entities) listed on Exhibit A attached hereto. After delivering the Notice to Total G&P, and subject to a mutually acceptable nondisclosure agreement, the Company shall, if requested by Total G&P, provide Total G&P prompt access to, and copies of, all due diligence documents containing non-public information of the Company that are supplied by the Company to any Third Party that makes an Acquisition Proposal.
Notice of Acquisition Proposal. The Company will notify Purchaser ------------------------------ promptly, and in any event within twenty-four hours, after receipt by the Company, or to the Company's Knowledge, the receipt by any of its advisors, of any Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any Person that informs such party that it is considering making or has made an Acquisition Proposal. The Company will keep Purchaser informed on a current basis of the status of any such Acquisition Proposal or request for non-public information.
Notice of Acquisition Proposal. If a Party or any of its Representatives receives or becomes aware of:
(a) any proposal, inquiry or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, or any amendments to such a proposal, inquiry or offer; or
(b) any requests for non-public information relating to such Party or any of its Subsidiaries, or for access to any properties, facilities, books or records of such Party or any of its Subsidiaries, in each case in connection with a proposal, inquiry or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, in each case made on or after the date of this Agreement and before the Effective Time, then it will promptly notify the Other Party, at first orally and then as soon as practicable (and in any event within 24 hours) in writing, of that proposal, inquiry, offer or request. That notice will include a description of the material terms and conditions of any proposal or offer, the identity of the Person making that proposal, inquiry, offer or request, and any other details of the proposal, inquiry, offer or request as the Other Party may reasonably request. The Party providing such notice will keep the Other Party fully informed on a timely basis of the status, including any change to the material terms, of any such proposal, inquiry, offer or request. The Party providing such notice will provide to the Other Party, as soon as practicable after their receipt or delivery, copies of all correspondence and other written material sent or provided to it from any Person in connection with any such proposal, inquiry, offer or request, including any material changes, modifications or amendments to such material.
Notice of Acquisition Proposal. In addition to the obligations of the Company set forth in Section 6.3(a), the Company and each Shareholder shall promptly, and in all cases within one (1) Business Day of its receipt, advise Parent and the Special Committee orally (to be confirmed in writing as soon as practicable thereafter) of the receipt by the Company or such Shareholder, as appropriate, prior to the Effective Time or termination of this Agreement of (i) any Acquisition Proposal with respect to the Company, or (ii) any request for information or inquiry that is reasonably to be expected to lead to an Acquisition Proposal with respect to the Company, including the material terms and conditions of such Acquisition Proposal, request or inquiry, and in either case any developments with respect thereto.
Notice of Acquisition Proposal. In addition to the obligations of Parent set forth in Section 6.4(a), Parent or the Special Committee shall promptly, and in all cases within one (1) Business Day of its receipt, advise the Company orally (to be confirmed in writing as soon as practicable thereafter) of the receipt by Parent or the Special Committee prior to the Effective Time or termination of this Agreement of (i) any Acquisition Proposal with respect to Parent, or (ii) any request for information or inquiry that is reasonably to be expected to lead to an Acquisition Proposal with respect to Parent, including the material terms and conditions of such Acquisition Proposal, request or inquiry. Parent or the Special Committee shall keep the Company informed on a reasonably current basis of the status and material terms and conditions (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry.
