Common use of Notice of Acquisition Proposals Clause in Contracts

Notice of Acquisition Proposals. Each of the Company and Parent shall notify the other promptly (but in no event later than 24 hours) after receipt by such Party (or any of its Representatives) of any Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), which notice shall include the material terms and conditions of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, copies of any material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal and indicating the name of the Person making such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, and thereafter the notifying Party shall keep the other Party reasonably informed, on a timely basis, of the status and material terms of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request (including any amendments thereto) and the status of any discussions or negotiations with such Person or its Representatives (without prejudice to the restrictions set forth in Section 6.2(a) and the other provisions of this Section 6.2) and provide copies of all material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal.

Notice of Acquisition Proposals. Each of the Company and Parent shall notify the other promptly (but in no event later than 24 hours) after receipt by such Party (or any of its Representatives) of any Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any request for information relating to such Party or any of its Subsidiaries or for access to the business, properties, assets, books or records of such Party or any of its Subsidiaries, in each case by any Person that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of this Agreement, a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), which notice shall include the material terms and conditions of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, copies of any material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal and indicating the name of the Person making such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, and thereafter the notifying Party shall keep the other Party reasonably informed, on a timely basis, of the status and material terms of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request (including any amendments thereto) and the status of any discussions or negotiations with such Person or its Representatives (without prejudice to the restrictions set forth in Section 6.2(a) and the other provisions of this Section 6.2) and provide copies of all material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal.

Notice of Acquisition Proposals. Each The Company shall promptly (but, in any event, within 48 hours) give notice to Parent of (i) any inquiries, proposals or offers with respect to an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal received by the Company and Parent shall notify or the other promptly (but in no event later than 24 hours) after receipt by such Party Special Committee (or any of its Representatives), (ii) of any request for non-public information or data concerning the Company or access to the Company’s properties, books or records in connection with any Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal received by the Company, the Special Committee (or its Representatives), or (iii) any new substantive developments or 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, setting forth in such notice, to the case extent not theretofore publicly disclosed or previously disclosed to Parent, the name of the Company) or Parent applicable Persons who made the Acquisition Proposal (in the case of Parent), which notice shall include and the material terms and conditions of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposalproposal or offer and the request for the information or data (including, offer or requestif applicable, correct and complete copies of any material written communications Acquisition Proposals and draft other proposed transaction documentation received relating (or where no written proposed transaction documentation have been provided to such Company Acquisition Proposal or Parent Acquisition Proposal and indicating the name Company, a reasonably detailed written summary of the Person making such proposed transaction terms then-known by the Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or requestSpecial Committee), and thereafter the notifying Party shall keep the other Party Parent reasonably informed, on a timely basisprompt basis (but, in any event, within 24 hours of any substantive development or change in status) of the status and material terms and conditions of any such Company Acquisition Proposal Proposals, inquiries, proposals or Parent Acquisition Proposaloffers, inquiry, proposal, offer or request information requests (including any amendments or supplements thereto) and the status of any discussions such substantive developments or negotiations with such Person discussions, or its Representatives (without prejudice negotiations. The Company shall provide to the restrictions set forth in Section 6.2(a) and the other provisions of this Section 6.2) and provide Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material written communications and draft documentation received relating sent by or provided to such the Company Acquisition Proposal or Parent the Special Committee (or their Representatives) from any Person that describes any of the terms or conditions of any Acquisition Proposal.

Notice of Acquisition Proposals. Each of the The Company and Parent shall notify the other Parent promptly (but in no event later than 24 hours) after receipt by such Party the Company (or any of its Representatives) of any Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent)Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to a an Acquisition Proposal, or any request for information relating to the Company Acquisition Proposal (in or any of its Subsidiaries or for access to the case business, properties, assets, books or records of the Company) Company or Parent any of its Subsidiaries, in each case by any Person that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of this Agreement, an Acquisition Proposal (in the case of Parent)Proposal, which notice shall include the material terms and conditions of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, copies of any material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal and indicating the name of the Person making such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, and thereafter the notifying Party shall keep the other Party reasonably informed, on a timely basis, of the status and material terms of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request (including any amendments thereto) and the status of any discussions or negotiations with such Person or its Representatives (without prejudice to the restrictions set forth in Section Sections 6.2(a), 6.2(b) and the other provisions of this Section 6.2) and provide copies of all material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal.

Notice of Acquisition Proposals. Each of the Company and Parent shall notify the other promptly (but in no event later than 24 hours) after receipt by such Party party (or any of its Representatives) of any Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any request for information relating to such party or any of its Subsidiaries or for access to the business, properties, assets, books or records of such party or any of its Subsidiaries, in each case by any Person that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of this Agreement, a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), which notice shall include the material terms and conditions of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, copies of any material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal and indicating the name of the Person making such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, and thereafter the notifying Party party shall keep the other Party party reasonably informed, on a timely basis, of the status and material terms of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request (including any amendments thereto) and the status of any discussions or negotiations with such Person or its Representatives Affiliates (without prejudice to the restrictions set forth in Section 6.2(a‎6.2(a) and the other provisions of this Section 6.2‎6.2) and provide copies of all material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal.

Notice of Acquisition Proposals. Each The Company agrees that immediately following the date hereof it shall promptly (and in any event within twenty four (24) hours or, if first received on a Saturday, within forty eight (48) hours) give notice to Parent in writing of the Company and Parent shall notify the other promptly (but in no event later than 24 hours) after receipt by such Party (or any of its Representatives) of any Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any inquiry, proposal proposal, indication of interest or offer regarding, or that would could reasonably be expected to lead to to, any Acquisition Proposal, including a Company copy of any inquiry, proposal, indication of interest, offer or Acquisition Proposal that are provided in writing (in the case including any proposed term sheet, letter of the Company) intent, acquisition agreement, financing commitment or Parent Acquisition Proposal (in the case of Parentsimilar agreement with respect thereto), which notice shall include a copy or a summary of the material terms and conditions of, and the identity of any the Person making, such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposalproposal indication of interest, offer or request, copies of any material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal and indicating the name of the Person making such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, and thereafter the notifying Party shall keep the other Party reasonably informed, on a timely basis, Parent informed of the status and material terms of any such Company Acquisition Proposal inquiries, proposals, indications of interest or Parent Acquisition Proposal, inquiry, proposal, offer or request offers (including any material amendments or proposed material amendments thereto) and the status of of, or any material developments, discussions or negotiations regarding, any such discussions or negotiations, on a reasonably prompt basis (and, in any event within twenty four (24) hours of any such material developments, discussions or negotiations). The Company shall promptly upon receipt or delivery thereof (and in any event within twenty four (24) hours), provide Parent with such Person or its Representatives (without prejudice to the restrictions set forth in Section 6.2(a) and the other provisions of this Section 6.2) and provide copies of all material written communications drafts and draft documentation received final versions of definitive agreements, including schedules and exhibits thereto relating to any such inquiry, proposal indication of interest, offer or Acquisition Proposal, in each case, exchanged between the Company or any of its Representatives, on the one hand, and the Person making such Acquisition Proposal or any of its Representatives, on the other hand. The Company shall substantially concurrently provide to Parent any nonpublic information concerning the Company provided to any other Person in connection with inquiry, proposal, indication of interest, offer or any Acquisition ProposalProposal that was not previously provided to Parent. The Company agrees that it shall not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits the Company from providing information to Parent in accordance with this Section 6.1.

Notice of Acquisition Proposals. Each of Notwithstanding any contractual obligations that the Company and Parent shall notify the other promptly (but in no event later than 24 hours) after receipt by such Party (or any of its RepresentativesAffiliates may have to any third party, the Company shall promptly (but, in any event, within 24 hours) of give notice to Parent if (i) any Company inquiries, proposals or offers with respect to an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal are received by the Company or any of its Subsidiaries or any of its or their Representatives, (in ii) any information concerning the case of Company or its Subsidiaries or access to the Company) ’s or Parent its Subsidiaries’ properties, books and records in connection with any Acquisition Proposal (in the case of Parent), or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal is requested by any Person or group (as defined under Section 13 of the Exchange Act), to the Knowledge of the Company, that is reasonably likely to make or is considering making, an Acquisition Proposal, or (iii) any discussions or negotiations relating to an Acquisition Proposal or any inquiry, proposal or offer that could 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), or (iv) (A) any meeting of the Company Board is scheduled in order to consider or discuss an Acquisition Proposal or (B) an Acquisition Proposal is considered or discussed at any meeting of the Company Board (provided, that in the case of the Company) or Parent Acquisition Proposal clause (in the case of ParentA), which such notice shall include be given to Parent contemporaneously with the material notice to the Company Board of such meeting), setting forth in such notice the name of the applicable Person or group (as defined under Section 13 of the Exchange Act), the terms and conditions of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposalproposal or offer and the scope of such request (including, offer or requestif applicable, correct and complete copies of any material such written communications Acquisition Proposals, Permitted Confidentiality Agreements, inquiries, proposals or offers, including proposed agreements or requests, or where no such copies are available, a reasonably detailed written description thereof) and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal and indicating the name of the Person making such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, its intentions with respect thereto and thereafter the notifying Party shall keep the other Party Parent reasonably informed, on a timely basisreasonably current basis (but, in any event, within 24 hours after any changes), of the status and material terms and conditions of any such Company Acquisition Proposal Proposals, inquiries, proposals or Parent Acquisition Proposal, inquiry, proposal, offer offers or request requests (including any material amendments or modifications thereto) and the status of any such discussions or negotiations negotiations, including any change in its intentions as previously notified. The Company agrees that it and its Subsidiaries will not enter into any agreement with such any Person or its Representatives (without prejudice subsequent to the restrictions set forth in Section 6.2(a) and the other provisions date of this Agreement that prohibits the Company from providing any information to Parent in accordance with, or otherwise complying with, this Section 6.2) and provide copies of all material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal7.2(c).

Notice of Acquisition Proposals. Each of the Company and Parent shall notify the other promptly (but in no event later than 24 hours) after receipt by such Party party (or any of its Representatives) of any Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any request for information relating to such party or any of its Subsidiaries or for access to the business, properties, assets, books or records of such party or any of its Subsidiaries, in each case by any Person that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of this Agreement, a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), which notice shall include the material terms and conditions of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, copies of any material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal and indicating the name of the Person making such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request, and thereafter the notifying Party party shall keep the other Party party reasonably informed, on a timely basis, of the status and material terms of any such Company Acquisition Proposal or Parent Acquisition Proposal, inquiry, proposal, offer or request (including any amendments thereto) and the status of any discussions or negotiations with such Person or its Representatives Affiliates (without prejudice to the restrictions set forth in Section 6.2(a) and the other provisions of this Section 6.2) and provide copies of all material written communications and draft documentation received relating to such Company Acquisition Proposal or Parent Acquisition Proposal.