Common use of Notice of Acquisition Proposals Clause in Contracts

Notice of Acquisition Proposals. The Company shall promptly (and in no event later than twenty-four (24) hours after receipt) notify Parent orally and in writing after receipt by the Company or any of its Representatives of any Acquisition Proposal, any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or any request for non-public information relating to the Company or any of its Subsidiaries, including of the identity of the person making the Acquisition Proposal or other request and the material terms and conditions thereof, and shall promptly (and in no event later than twenty-four (24) hours after receipt) provide copies to Parent of any written proposals, indications of interest, and/or draft agreements relating to such Acquisition Proposal. The Company shall keep Parent informed, on a prompt basis, as to the status of (including changes to any material terms of, and any other material developments with respect to) such Acquisition Proposal (including by promptly (and in no event later than twenty-four (24) hours after receipt) providing to Parent copies of any additional or revised written proposals, indications of interest, and/or draft agreements relating to such Acquisition Proposal). 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. The Company agrees that immediately following the date hereof it shall promptly (and in any event within 24 hours) give notice to Parent of the receipt of any Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such proposal, including proposed agreements received by the Company relating to such Acquisition Proposal, and thereafter shall keep Parent informed, on a reasonably current basis, of the status and material terms of any such proposals or offers (including any amendments or proposed amendments to the material terms thereof) and the status of any such discussions or negotiations and promptly provide (and in any event within twenty-four (24) hours) to Parent any material nonpublic information concerning the Company provided to any other person in connection with any Acquisition Proposal that was not previously provided to Parent. Without limiting the foregoing, the Company shall promptly (and in no any event later than within twenty-four (24) hours after receiptsuch determination) notify inform Parent orally and in writing after receipt by if the Company determines to begin providing information or any of its Representatives of any Acquisition Proposal, any proposal to engage in discussions or offer that could reasonably be expected to lead to negotiations concerning an Acquisition Proposal or any request for non-public information relating pursuant to Section 6.1(b). Unless this Agreement has been validly terminated pursuant to Article VIII, the Company shall not take any action to exempt any person other than Parent from the restrictions on “business combinations” contained in any applicable Takeover Law or any of its Subsidiaries, including in the organizational documents of the identity of the person making the Acquisition Proposal Company, or other request and the material terms and conditions thereof, and shall promptly (and in no event later than twenty-four (24) hours after receipt) provide copies otherwise cause such restrictions not to Parent of any written proposals, indications of interest, and/or draft agreements relating to such Acquisition Proposal. The Company shall keep Parent informed, on a prompt basis, as to the status of (including changes to any material terms of, and any other material developments with respect to) such Acquisition Proposal (including by promptly (and in no event later than twenty-four (24) hours after receipt) providing to Parent copies of any additional or revised written proposals, indications of interest, and/or draft agreements relating to such Acquisition Proposal)apply. The Company agrees that it and its Subsidiaries will not not, directly or indirectly, enter into any agreement with any person subsequent to the date of this Agreement which directly or indirectly prohibits the Company from providing any information to Parent in accordance with with, or otherwise complying with, this Section 5.026.1.