Notice of Acquisition Proposals. The Company shall promptly (but, in any event, within 24 hours) notify Parent in writing if any Acquisition Proposal or any inquiry with respect to the making of an Acquisition Proposal is received by, any information is requested in connection with any Acquisition Proposal from, or any discussion or negotiation with respect to an Acquisition Proposal is sought to be initiated or continued with, it or any of its Representatives acting on the Company’s behalf or at its direction, setting forth in such notice the name of the Person(s) making the Acquisition Proposal or inquiry, requesting such information or seeking to initiate or continue such discussion or negotiation and the material terms and conditions of any such Acquisition Proposal or inquiry (including, if applicable, copies of any written requests, proposals or offers, any substantive written communications between the Company or any of its Representatives and the Person(s) making the Acquisition Proposal or its Representatives, or other materials that describe the terms and conditions of such Acquisition Proposal received in connection with any such Acquisition Proposal or inquiry, including proposed agreements) and thereafter shall promptly (but, in any event, within 24 hours) (i) keep Parent reasonably informed of the status and terms of any material developments regarding any such Acquisition Proposal or inquiry (including any material amendments thereto) and the status of any such discussions or negotiations and (ii) provide to Parent (or its outside legal counsel) copies of all written materials that describe the terms and conditions of such Acquisition Proposal provided by, or on behalf of, such Person(s) to the Company or any of its Representatives and any substantive written communications between the Company or any of its Representatives and the Person(s) making the Acquisition Proposal or its Representatives.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spirit AeroSystems Holdings, Inc.), Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Boeing Co)
Notice of Acquisition Proposals. The During the period from the date hereof until the Effective Time, the Company shall promptly (butand, in any event, within 24 hours) notify give written notice to Parent in writing if (i) any Acquisition Proposal or any inquiry with respect to the making of an Acquisition Proposal is Proposals are received by, (ii) any information is requested by a Third Party in connection with any Acquisition Proposal from, from or (iii) any discussion discussions or negotiation negotiations with respect to an Acquisition Proposal is are sought to be initiated or continued with, it in each case of clauses (i) through (iii), the Company or any of its Representatives acting on the Company’s behalf or at its directionRepresentatives, setting forth in such notice the name of the Person(s) making the Acquisition Proposal or inquiry, requesting such information or seeking to initiate or continue such discussion or negotiation Person and the material terms and conditions of any such Acquisition Proposal proposals or inquiry offers (including, if applicable, complete unredacted copies of any material written requests, proposals or offers, any substantive written communications between including complete unredacted copies of proposed agreements). After the giving of such notice, the Company or any of its Representatives and the Person(s) making the Acquisition Proposal or its Representativesshall keep Parent informed, or other materials that describe the terms and conditions of such Acquisition Proposal received in connection with any such Acquisition Proposal or inquiry, including proposed agreements) and thereafter shall promptly on a current basis (butand, in any event, within 24 hours) (i) keep Parent reasonably informed ), of the status and material terms of any material developments regarding any such Acquisition Proposal proposals or inquiry offers (including any material amendments thereto) and the status of any such discussions or negotiations negotiations, including any change in its intentions as previously notified, and (ii) shall provide to Parent (or its outside legal counsel) with complete unredacted copies of all any written materials that describe the terms and conditions material amendment or written proposed amendment of any such Acquisition Proposal provided bypromptly (and, or on behalf ofin any event, such Person(swithin 24 hours) after receipt thereof. In addition to the Company or any of its Representatives and any substantive written communications between foregoing, the Company shall provide Parent with written notice at least 72 hours (or any such shorter period as may be provided to the Board of its Representatives and Directors) in advance of a meeting of the Person(s) making Board of Directors at which the Board of Directors is reasonably expected to consider an Acquisition Proposal, an inquiry relating to a potential Acquisition Proposal or its Representativesa request to provide information to any Person.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
