Common use of Notice of Acquisition Proposals Clause in Contracts

Notice of Acquisition Proposals. The Debtor shall promptly (but, in any event, within twenty-four hours) give notice to ProMedica and QCP if (i) any bona fide 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 Debtor or any of its Subsidiaries, or any of its or their respective Representatives of which the Debtor or its Subsidiaries are made aware (it being understood that the Debtor and its Subsidiaries shall instruct its and their respective Representatives to promptly make them aware of any such bona fide inquiries, proposals or offers), or (ii) any bona fide request is received by the Debtor or any of its Subsidiaries, or any of its or their respective Representatives of which the Debtor or its Subsidiaries are made aware (it being understood that the Debtor and its Subsidiaries shall instruct its and their respective Representatives to promptly make them aware of any such bona fide requests), for the Debtor or any of its Subsidiaries to engage in discussions or negotiations relating to an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, setting forth in such notice the name of the Person making any such inquiry, proposal, offer or request and the material terms and conditions of any such Acquisition Proposal or inquiry, proposal or offer and the scope of any such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals, inquiries, 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 ProMedica and QCP reasonably informed, on a current basis of the status and terms and conditions of any such Acquisition Proposals, inquiries, proposals or offers or requests (including any amendments or supplements thereto) and the status of any such discussions or negotiations, including any change in such Person’s intentions as previously notified.

Notice of Acquisition Proposals. The Debtor shall promptly (but, in any event, within twenty-four hours) give notice to ProMedica and QCP Parent if (i) any bona fide 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 Debtor or any of its Subsidiaries, or any of its or their respective Representatives of which the Debtor or its Subsidiaries are made aware (it being understood that the Debtor and its Subsidiaries shall instruct its and their respective Representatives to promptly make them aware of any such bona fide inquiries, proposals or offers), or (ii) any bona fide request is received by the Debtor or any of its Subsidiaries, or any of its or their respective Representatives of which the Debtor or its Subsidiaries are made aware (it being understood that the Debtor and its Subsidiaries shall instruct its and their respective Representatives to promptly make them aware of any such bona fide requests), for the Debtor or any of its Subsidiaries to engage in discussions or negotiations relating to an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, setting forth in such notice the name of the Person making any such inquiry, proposal, offer or request and the material terms and conditions of any such Acquisition Proposal or inquiry, proposal or offer and the scope of any such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals, inquiries, 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 ProMedica and QCP Parent reasonably informed, on a current basis of the status and terms and conditions of any such Acquisition Proposals, inquiries, proposals or offers or requests (including any amendments or supplements thereto) and the status of any such discussions or negotiations, including any change in such Person’s intentions as previously notified.

Notice of Acquisition Proposals. The Debtor Company shall promptly (but, in any event, within twenty-four 48 hours) give notice to ProMedica and QCP if Parent of (i) any bona fide Acquisition Proposal or any inquiries, proposals or offers with respect to an Acquisition Proposal or that would reasonably be expected likely to lead to an Acquisition Proposal are received by the Debtor Company or any of its Subsidiaries, or any of its or their respective Representatives of which the Debtor Board (or its Subsidiaries are made aware (it being understood that the Debtor and its Subsidiaries shall instruct its and their respective Representatives to promptly make them aware of any such bona fide inquiries, proposals or offersRepresentatives), or (ii) any bona fide request is received by for non-public information or data concerning the Debtor Company or access to the Company’s properties, books or records in connection with any of its Subsidiaries, or any of its or their respective Representatives of which the Debtor or its Subsidiaries are made aware (it being understood that the Debtor and its Subsidiaries shall instruct its and their respective Representatives to promptly make them aware of any such bona fide requests), for the Debtor or any of its Subsidiaries to engage in discussions or negotiations relating to an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected likely to lead to an Acquisition ProposalProposal received by the Company, the Board (or its Representatives), setting forth in such notice notice, to the extent not theretofore publicly disclosed or previously disclosed to Parent, the name of the Person making any such inquiry, proposal, offer or request applicable Persons who made the Acquisition Proposal and the material terms and conditions of any such Acquisition Proposal or inquiry, proposal or offer and the scope of any such request for the information or data (including, if applicable, correct and complete copies of any such written Acquisition Proposals, inquiries, proposals or offers, including Proposals and other proposed agreements, or requests transaction documentation (or where no such copies are availablewritten proposed transaction documentation have been provided to the Company, a reasonably detailed written description thereof)summary of the proposed transaction terms then-known by the Company or Board), and thereafter shall keep ProMedica and QCP Parent reasonably informed, on a current prompt basis (but, in any event, within 24 hours of any substantive development or change in status) of the status and terms and conditions of any such Acquisition Proposals, inquiries, proposals or offers offers, or information requests (including any amendments or supplements thereto) and the status of any such discussions substantive developments or discussions, or negotiations, including and (B) provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent by or provided to the Company or the Board (or their Representatives) from any change Person that describes any of the terms or conditions of any Acquisition Proposal. Parent shall promptly (but, in any event, within 48 hours) give notice and copies to the Board of all communications and documentation relating to any Acquisition Proposal Parent receives in its capacity as a stockholder of the Company to the extent any such Person’s intentions as Acquisition Proposal or communications or documentation in respect thereof has not previously notifiedbeen delivered or made available to the Board or is not publicly available.

Notice of Acquisition Proposals. The Debtor Notwithstanding any contractual obligations that the Company or any of its Affiliates may have to any third party, the Company shall promptly (but, in any event, within twenty-four 24 hours) give notice to ProMedica and QCP if Parent if, after the date hereof, (i) any bona fide written 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 Debtor Company or any of its Subsidiaries, Subsidiaries or any of its or their respective Representatives of which officers, directors, employees, financial advisors, investment bankers and legal counsel or, to the Debtor or its Subsidiaries are made aware (it being understood that the Debtor and its Subsidiaries shall instruct its and their respective Representatives to promptly make them aware of any such bona fide inquiriesCompany’s Knowledge, proposals or offers), or (ii) any bona fide request is received by the Debtor or any of its Subsidiaries, or any of its or their respective Representatives of which other Representatives, (ii) any information concerning the Debtor Company or its Subsidiaries are made aware (it being understood that or access to the Debtor Company’s or its Subsidiaries’ properties, books and its Subsidiaries shall instruct its and their respective Representatives to promptly make them aware of records in connection with any such bona fide requests), for the Debtor or any of its Subsidiaries to engage in 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 is requested in writing by any Person or group (as defined under Section 13 of the Exchange Act) that, to the Knowledge of the Company, is reasonably likely to make or is considering making an Acquisition Proposal, or (iii) the Company Board makes a determination to begin providing information to or to begin engaging in discussions or negotiations with any Person or group (as defined under Section 13 of the Exchange Act) regarding any Acquisition Proposal, setting forth in such notice the name of the applicable Person making any such inquiryor group (as defined under Section 13 of the Exchange Act), proposal, offer or request and a description of the material terms and conditions of any such Acquisition Proposal or inquiry, proposal or offer and the scope of any such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals, Permitted Confidentiality Agreements, inquiries, proposals or offers, including proposed agreements, or requests (or where no such copies are in each case to the extent then available, a reasonably detailed written description thereof)), and thereafter shall keep ProMedica and QCP Parent reasonably informed, on a reasonably current basis (and, in any event, within 24 hours after any material changes), of the status and material terms and conditions of any such Acquisition Proposals, inquiries, proposals or offers or requests (including any material amendments or supplements modifications thereto) and the status of any such discussions or negotiations. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date of this Agreement that prohibits the Company from providing any information to Parent in accordance with, including any change in such Person’s intentions as previously notifiedor otherwise complying with, this Section 7.2(c).