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):
Notice of Acquisition Proposal. In the event that (i) the Company receives an Acquisition Proposal that the Board, acting in good faith, determines to consider or (ii) the Board, acting in good faith, authorizes the Company or any of its officers, representatives or agents to initiate or pursue an Acquisition Proposal, within twenty-four (24) hours after determination or authorization by the Board, as applicable, the Company shall provide the Investor with written notice (the “Acquisition Notice”) informing the Investor that the Company has received such offer or such determination or authorization of the Board. As soon as reasonably practicable after delivering the Acquisition Notice to the Investor, the Company shall provide the Investor access to, and copies of, if requested, all documents containing non-public information of the Company that have been supplied to any party initiating or receiving such an Acquisition Proposal substantially simultaneously with such delivery, and/or any of such party’s bankers, lawyers, accountants and other representatives and agents. For the avoidance of doubt, the Acquisition Notice will not be required to contain any term of the Acquisition Proposal or the identity of the Person initiating or receiving such Acquisition Proposal, and the Acquisition Notice and any information pursuant to Section 2(b) provided to the Investor by or on behalf of the Company shall be “Confidential Information” and treated in accordance with Section 8.2 of the Purchase Agreement; provided, however, that the Company shall not be obligated to provide the Investor with any document or information if such action would violate any obligation of confidentiality owed before the date hereof to such Person, but in any event the Company shall be obligated to inform the Investor of the existence of an Acquisition Proposal. Nothing contained in this Section 2(a) shall prohibit the Company or the Board, directly or indirectly, from (1) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act pending disclosure of its position thereunder or taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a), or making a statement contemplated by Rule 14d-9 under the Exchange Act or (2) making any U.S. Securities and Exchange Commission filing or public announcement relating or referring to an Acquisition Proposal that does not refer to the Investor. For the avoidance of doubt, the Company shall not be required to provide the Inves...
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. 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. (a) Immediately after the earlier of (i) the date the Company or any of its Subsidiaries enters into any confidentiality agreement with any person or entity in connection with an Acquisition Proposal (as defined below) and (ii) the date the Company receives an Acquisition Proposal which includes a definitive price, the Company agrees to notify MergerCo of entering into such confidentiality agreement or the receipt of such Acquisition Proposal or any modification of or amendment to such Acquisition Proposal. Such notice to MergerCo shall be made orally and in writing, and shall indicate whether the Company has provided, is providing or intends to provide the person making the Acquisition Proposal with access to information concerning the Company. An "Acquisition Proposal" shall be any inquiries or proposals regarding any merger, sale of substantial assets, reorganization, recapitalization, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving the Company or any Subsidiaries of the Company other than the Merger and the Asset Disposition.
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. 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. 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. 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.
