Common use of Notice of Acquisition Proposals Clause in Contracts

Notice of Acquisition Proposals. From the Agreement Date until the earlier of the Effective Time and the valid termination of the Agreement in accordance with Article VI, the Company agrees that it will promptly (and, in any event, within twenty-four (24) hours) provide Parent with written notice of (i) any proposals or offers with respect to an Acquisition Proposal that are received by the Company or any request for access to the business, properties, assets, books, or records of the Company or any of the Company Subsidiaries in connection with an Acquisition Proposal, (ii) any information requested from the Company in connection with an Acquisition Proposal or any request for access to the business, properties, assets, books, or records of the Company or any of the Company Subsidiaries in connection with an Acquisition Proposal, and (iii) any discussions or negotiations regarding an Acquisition Proposal that are sought to be initiated, had or continued with the Company or any of its Representatives, and in each case will provide, in connection with such written notice, the identity of such Person and a written summary of the material terms and conditions of any requests, proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements). Thereafter, the Company shall keep Parent reasonably informed, on a prompt basis (and, in any event, within twenty-four (24) hours), of the status and material terms of any such requests, proposals or offers (including any amendments thereto and any material communications with respect to) any such Acquisition Proposal, inquiries or requests (and copies of any amended or modified written Acquisition Proposal, inquiry or request, including modified written proposed agreements).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ani Pharmaceuticals Inc), Agreement and Plan of Merger (Alimera Sciences Inc)

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Notice of Acquisition Proposals. From the Agreement Date until the earlier of the Effective Time and the valid termination of the Agreement in accordance with Article VI, the The Company agrees that it will promptly (and, in any event, within twenty-four (24) hours) provide notify Parent with written notice of in writing (i) if any inquiries, proposals or offers with respect to an Acquisition Proposal that are received by the Company or any request for access to the businessCompany, properties, assets, books, or records of the Company its Subsidiaries or any of their respective Representatives and the Company Subsidiaries in connection with an Acquisition Proposalidentities of the Person(s) making such inquiry, proposal or offer, (ii) if any non-public information is requested from the Company in connection with an Acquisition Proposal or any request for access to the business, properties, assets, books, or records of the Company or any of the Company Subsidiaries in connection with an Acquisition Proposal, and (iii) if any discussions or negotiations regarding an Acquisition Proposal that are sought to be initiated, had initiated or continued with the Company Company, or any of its Representatives, and in each case will provide, in connection with such written notice, the identity of such Person and a written summary of the material terms and conditions of any requestsproposals, proposals offers or offers requests (including, if applicable, any modifications to such proposals, offers or requests and unredacted copies of any material and relevant documents and agreements relating thereto, written requests, proposals or offers, including proposed agreements). Thereafter, the Company shall keep Parent reasonably informed, on a prompt basis (and, in any event, within twenty-four (24) hours), of the status and material terms of any such requestsproposals, proposals offers, or offers (including any amendments thereto in connection therewith) and any material communications with respect to) the status of any such Acquisition Proposal, inquiries discussions or requests (and copies of any amended or modified written Acquisition Proposal, inquiry or request, including modified written proposed agreements)negotiations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TherapeuticsMD, Inc.)

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Notice of Acquisition Proposals. From the Agreement Date until the earlier of the Effective Time and the valid termination of the Agreement in accordance with Article VI, the The Company agrees that it will promptly (and, in any event, within twenty-four (24) hours) provide notify Parent with written notice of (i) if any inquiries, proposals or offers with respect to an Acquisition Proposal that are received by the Company or any request for access to the business, properties, assets, books, or records of the Company or any of the Company Subsidiaries in connection with an Acquisition ProposalCompany, (ii) if any non-public information is requested from the Company in connection with an Acquisition Proposal or any request for access to the business, properties, assets, books, or records of the Company or any of the Company Subsidiaries in connection with an Acquisition Proposal, and (iii) if any discussions or negotiations regarding an Acquisition Proposal that are sought to be initiated, had initiated or continued with the Company, any Company Subsidiary or any of its or their respective Representatives, and in each case will provide, in connection with such written notice, the identity of the Person making such Person inquiry, proposal, offer or request and a written summary of the material terms and conditions of any requestsinquiries, proposals proposals, offers or offers requests (including, if applicable, unredacted copies of any written inquiries, requests, proposals or offers, including proposed agreements). Thereafter, the Company shall keep Parent reasonably informed, on a prompt basis (and, in any event, within twenty-four (24) hours)basis, of the status and material terms of any such requests, proposals or offers Acquisition Proposal (including any proposals, offers, counterproposals, counteroffers and amendments thereto in connection therewith) and any material communications with respect to) the status of any such Acquisition Proposal, inquiries discussions or requests (negotiations and shall provide Parent with unredacted copies of any amended or modified all written Acquisition Proposalinquiries, inquiry or requestrequests, proposals, offers, counterproposals and counteroffers, including modified written proposed agreements)and draft agreements and other documentation, that are subsequently received or exchanged.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Luminex Corp)

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