Common use of Notice of Acquisition Proposals Clause in Contracts

Notice of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the Company shall promptly (but, in any event, within twenty-four hours) give notice to Parent if (i) any Acquisition Proposal or proposal or offer that would reasonably be expected to lead to an Acquisition Proposal is received, (ii) any non-public information or data concerning the Company or its Subsidiaries or access to the Company or its Subsidiaries’ properties, books or records in connection with any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead an Acquisition Proposal is requested or (iii) any discussions or negotiations relating to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal are sought to be engaged in or continued by, from or with the Company, its Subsidiaries or any of its or any of their respective Representatives (as the case may be). Such, notice shall set forth the name of the applicable Person or names of Persons that comprise the applicable Group, the material terms and conditions of any such Acquisition Proposal or proposal or offer and the scope of such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals or proposals or offers including proposed agreements, or requests (or where no such copies are available, a reasonably detailed written description thereof)), and thereafter shall keep Parent reasonably informed, on a prompt basis (but, in any event, within twenty-four hours) of the status and material terms and conditions of any such Acquisition Proposals, proposals, offers or requests (including any amendments or supplements thereto) and the status of any such discussions or negotiations.

Notice of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the The Company shall promptly (but, in any event, within twenty-four (24) hours) give written notice to Parent if (i) any inquiries, proposals or offers with respect to an Acquisition Proposal or proposal or offer that which would reasonably be expected to lead to an Acquisition Proposal is receivedare received by the Company, (ii) any non-public information or data concerning the Company or its Subsidiaries or access to the Company or its Subsidiaries’ properties, books or records is requested in connection with any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead an Acquisition Proposal is requested Proposal, or (iii) any discussions or negotiations relating to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal are sought to be engaged in or continued continued, by, from or with the Company, its Subsidiaries or any of the Company’s or its or any Subsidiaries’ officers, directors and financial advisors, setting forth in such notice (1) the identity of their respective Representatives (as the case may be). Such, notice shall set forth the name of the applicable such Person or names of Persons that comprise the applicable Groupsuch Group making such Acquisition Proposal, (2) a summary of the material terms and conditions with respect to any such proposal or offer and, if in writing, a copy thereof, and (3) a summary of any such Acquisition Proposal or proposal or offer and the scope of such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals or proposals or offers including proposed agreements, or requests (or where no such copies are available, a reasonably detailed written description thereof)), as applicable) and thereafter shall keep Parent reasonably informed, informed on a prompt basis (but, in any event, within twenty-four hours) of the status and material terms and conditions of any such Acquisition ProposalsProposals or amendments, proposals, offers or requests (including any amendments modifications or supplements thereto) thereof and, if in writing, a copy thereof, and the status of any such discussions or negotiations. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement subsequent to the date hereof that prohibits the Company from providing to Parent such material terms and conditions and other information.

Notice of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the The Company shall promptly (butand, in any event, within twenty-four hoursone (1) give notice to Business Day) notify Parent if (i) of the receipt by the Company or any Company Representative of any Acquisition Proposal or proposal other inquiry or offer expression of interest that would reasonably be expected to lead to result in an Acquisition Proposal is receivedProposal, (ii) any non-public information or data concerning the Company or its Subsidiaries or access to the Company or its Subsidiaries’ properties, books or records in connection with any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead an Acquisition Proposal is requested from, or (iii) any discussions or negotiations relating to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal are sought to be engaged in initiated or continued bywith, from or with the Company, its Subsidiaries Company or any of its Company Representative on or following the date hereof (any of their respective Representatives (as the case may beforegoing other than an Acquisition Proposal, an “Inquiry”), including any renewal or revision to such a previously made Acquisition Proposal or Inquiry. Such, Such notice shall set forth indicate the name identity of the applicable Person or names group of Persons that comprise the applicable Group, making such Acquisition Proposal or Inquiry and the material terms and conditions of any such Acquisition Proposal or proposal or offer and the scope of such request Inquiry (including, if applicable, correct and complete copies of any such written Acquisition Proposals or proposals or offers materials provided, including proposed agreements, or requests (or where no such copies are available, a reasonably detailed written description thereof)agreements and any other documents related thereto), and thereafter shall keep Parent reasonably informed, on a prompt basis (butbasis, in any event, within twenty-four hours) of the status and material terms and conditions of any such Acquisition Proposals, proposals, offers Proposal or requests Inquiry (including any amendments or supplements thereto) and the status of any such discussions or negotiations. Without limiting the generality of the foregoing, the Company shall provide to Parent, as soon as practicable and in any event within one (1) Business Day after receipt or delivery thereof, copies of all draft agreements (and any other written material to the extent such material contains any financial terms, conditions or other material terms relating to any Acquisition Proposal or Inquiry) sent by or provided to the Company or any Company Representative in connection with any Acquisition Proposal or Inquiry.

Notice of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the The Company shall promptly (but, and in any event, within twenty-four hoursno event later than 48 hours after receipt) give notice to notify Parent if (i) any proposal or offer with respect to any Acquisition Proposal or proposal or offer that would reasonably be expected to lead to an Acquisition Proposal is receivedreceived by, (ii) any non-public information or data concerning the Company or its Subsidiaries or access to the Company or its Subsidiaries’ properties, books or records in connection with any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead an Acquisition Proposal is requested from, or (iii) any discussions or negotiations relating to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal are sought to be engaged in initiated or continued bywith, from or with the Company, any of its Subsidiaries or any of its or any of their respective Representatives (as Representatives, including the case may be). Such, notice shall set forth the name identity of the applicable Person making the proposal, offer, request or names of Persons that comprise the applicable Group, inquiry and the material terms and conditions of any such Acquisition Proposal or proposal or offer and the scope copies of such request all relevant documents relating thereto (including, if applicable, correct and complete including copies of any written proposals, indications of interest, draft agreements and any other written materials to the extent such written Acquisition Proposals materials contain any financial terms, conditions or proposals other terms relating to such proposal or offers including proposed agreements, or requests (or where no such copies are available, a reasonably detailed written description thereofoffer)), and thereafter . The Company shall keep Parent reasonably informed, on a prompt basis (butbasis, in any event, within twenty-four hours) of the status and material terms and conditions of any such Acquisition Proposals, proposals, offers or requests (including any amendments or supplements thereto) and as to the status of (including changes to any material terms of, and any other material developments with respect to) any such discussions proposal, offer, request or negotiationsinquiry (including by promptly (and in no event later than 48 hours after receipt) providing to Parent copies of any additional or revised written proposals, indications of interest, draft agreements and any other written materials to the extent such materials contain any financial terms, conditions or other terms relating to such proposal or offer). The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date of this Agreement which prohibits the Company from providing any information to Parent in accordance with this Section 5.02.

Notice of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the The Company shall promptly (but, in any event, within twenty-four hours) give notice to Parent Purchaser if (i) any inquiries, proposals or offers with respect to an Acquisition Proposal or proposal or offer that would reasonably be expected to lead to an Acquisition Proposal is receivedare received by the Company, its Subsidiaries or any of its or any of their respective Representatives, (ii) any non-public information or data concerning the Company or its Subsidiaries or access to the Company or its Subsidiaries’ properties, books or records is requested in connection with any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead an Acquisition Proposal is requested Proposal, or (iii) any discussions or negotiations relating to an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal are sought to be engaged in or continued bywith, from or with the Company, its Subsidiaries or any of its or any of their respective Representatives (as Representatives. The notice contemplated in the case may be). Such, notice preceding sentence shall set forth the name of the applicable Person or names of Persons that comprise the applicable Group, the material terms and conditions of any such Acquisition Proposal or inquiry, proposal or offer and the scope of such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals or Proposals, inquiries, proposals or offers offers, including proposed agreements, or requests (or where no such copies are availablematerials exist, a reasonably detailed written description thereof)), and thereafter shall keep Parent Purchaser reasonably informed, on a prompt basis (but, in any event, within twenty-four hours) of the status and material terms and conditions of any such Acquisition Proposals, proposalsinquiries, proposals or offers or requests (including copies or, if no such materials exist, reasonably detailed descriptions of, any amendments or supplements thereto) and the status of any such discussions or negotiations.

Notice of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the The Company shall promptly (but, in any event, within twenty-four (24) hours) give written notice to Parent if (i) any inquiries, proposals or offers with respect to an Acquisition Proposal or proposal or offer that which would reasonably be expected to lead to an Acquisition Proposal is receivedare received by the Company, (ii) any non-public information or data concerning the Company or its Subsidiaries or access to the Company or its Subsidiaries’ properties, books or records is requested in connection with any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead an Acquisition Proposal is requested Proposal, or (iii) any discussions or negotiations relating to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal are sought to be engaged in or continued continued, by, from or with the Company, its Subsidiaries or any of the Company’s or its or any Subsidiaries’ officers, directors and financial advisors, setting forth in such notice (1) the identity of their respective Representatives (as the case may be). Such, notice shall set forth the name of the applicable such Person or names of Persons that comprise the applicable Groupsuch Group making such Acquisition Proposal, (2) a summary of the material terms and conditions with respect to any such proposal or offer and, if in writing, a copy thereof, and (3) a summary of any such Acquisition Proposal or proposal or offer and the scope of such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals or proposals or offers including proposed agreements, or requests (or where no such copies are available, a reasonably detailed written description thereof)), as applicable) and thereafter shall keep Parent reasonably informed, informed on a prompt basis (but, in any event, within twenty-four hours) of the status and material terms and conditions of any such Acquisition ProposalsProposals or amendments, proposals, offers or requests (including any amendments modifications or supplements thereto) thereof and, if in writing, a copy thereof, and the status of any such -55- discussions or negotiations. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement subsequent to the date hereof that prohibits the Company from providing to Parent such material terms and conditions and other information.

Notice of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the The Company shall promptly (but, in any event, within twenty-four (24) hours) give notice to Parent if (i) any inquiries, proposals or offers with respect to an Acquisition Proposal or proposal or offer that would which could reasonably be expected to lead to an Acquisition Proposal is receivedare received by, (ii) any non-public information or data concerning the Company or its Subsidiaries or access to the Company or its Subsidiaries’ properties, books or records is requested in connection with any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead an Acquisition Proposal is requested from, or (iii) any discussions or negotiations relating to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal are sought to be engaged in or continued bywith, from or with the Companyit, its Subsidiaries or any of its or any of their respective Representatives (as the case may be). SuchRepresentatives, setting forth in such notice shall set forth the name a summary of the applicable Person or names of Persons that comprise the applicable Group, the material terms and conditions of with respect to any such Acquisition Proposal or proposal or offer and a summary of the scope of such request (including, if applicable, correct and complete copies material content of any such written Acquisition Proposals or proposals or offers including proposed agreementsinquiry, or requests (or where no such copies are available, a reasonably detailed written description thereof))as applicable, and thereafter shall keep Parent reasonably informed, on a prompt basis (but, in any event, within twenty-four hours) of the status and material terms and conditions of any such Acquisition Proposals, proposals, offers Proposals or requests (including any amendments amendments, modifications or supplements thereto, within twenty-four (24) hours following receipt thereof) and the status of any such discussions or negotiations. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement subsequent to the date hereof that prohibits the Company from providing to Parent such material terms and conditions and other information.

Notice of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the The Company shall promptly (but, in any event, within twenty-four (24) hours) give written notice to Parent if (i) any inquiries, -57- proposals or offers with respect to an Acquisition Proposal or proposal or offer that which would reasonably be expected to lead to an Acquisition Proposal is receivedare received by the Company, (ii) any non-public information or data concerning the Company or its Subsidiaries or access to the Company or its Subsidiaries’ properties, books or records is requested in connection with any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead an Acquisition Proposal is requested Proposal, or (iii) any discussions or negotiations relating to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal are sought to be engaged in or continued continued, by, from or with the Company, its Subsidiaries or any of the Company’s or its or any Subsidiaries’ officers, directors and financial advisors, setting forth in such notice (1) the identity of their respective Representatives (as the case may be). Such, notice shall set forth the name of the applicable such Person or names of Persons that comprise the applicable Groupsuch Group making such Acquisition Proposal, (2) a summary of the material terms and conditions with respect to any such proposal or offer and, if in writing, a copy thereof, and (3) a summary of any such Acquisition Proposal or proposal or offer and the scope of such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals or proposals or offers including proposed agreements, or requests (or where no such copies are available, a reasonably detailed written description thereof)), as applicable) and thereafter shall keep Parent reasonably informed, informed on a prompt basis (but, in any event, within twenty-four hours) of the status and material terms and conditions of any such Acquisition ProposalsProposals or amendments, proposals, offers or requests (including any amendments modifications or supplements thereto) thereof and, if in writing, a copy thereof, and the status of any such discussions or negotiations. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement subsequent to the date hereof that prohibits the Company from providing to Parent such material terms and conditions and other information.