Common use of Notice of Acquisitions; Proposals Regarding Prohibited Transactions Clause in Contracts

Notice of Acquisitions; Proposals Regarding Prohibited Transactions. Each Stockholder hereby agrees to notify Acquiror as promptly as practicable (and in any event within 24 hours) in writing of (i) the number of any additional shares of Common Stock or other securities of the Company of which such Stockholder acquires Beneficial Ownership on or after the date hereof, (ii) any inquiries or proposals which are received by, any information which is requested from, or any negotiations or discussions which are sought to be initiated or continued with, such Stockholder or any of its Affiliates with respect to any Acquisition Proposal or any other matter referred to in Section 4.3 (including the material terms thereof and the identity of such person(s) making such inquiry or proposal, requesting such information or seeking to initiate or continue such negotiations or discussions, as the case may be) and (iii) any proposed Permitted Transfers of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein. Each Stockholder will keep Acquiror fully informed in all material respects of any related developments, discussions and inquiries relating to the matters described in clause (ii) of the preceding sentence and shall provide to Acquiror as soon as practicable after receipt or delivery thereof copies of all correspondence and other written materials sent or provided to such Stockholder or any of its Subsidiaries from any person that describes the terms or conditions of any Acquisition Proposal or other proposal that is the subject of any such inquiry, proposals or information requests.

Appears in 2 contracts

Samples: Voting Agreement (Schwab Charles Corp), Voting Agreement (optionsXpress Holdings, Inc.)

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Notice of Acquisitions; Proposals Regarding Prohibited Transactions. (a) Each Stockholder hereby agrees to notify Acquiror as promptly as practicable (and in any event within 24 hours) Parent in writing of (i) the number of any additional shares of Common Stock or other securities of the Company of which such Stockholder acquires Beneficial Ownership on or after the date hereof, such notice to be delivered by such Stockholder as promptly as practicable (iiand in any event within three Business Days of such acquisition. (b) Each Stockholder hereby agrees to notify Parent as promptly as practicable (and in any event within 24 hours after receipt) in writing of any inquiries or proposals which are received by, any information which is requested from, or any negotiations or discussions which are sought to be initiated or continued with, such Stockholder or any of its Affiliates with respect to any Acquisition Takeover Proposal or any other matter referred to in Section 4.3 4.03 (including the material terms thereof and the identity of such person(s) making such inquiry or proposal, requesting such information or seeking to initiate or continue such negotiations or discussions, as the case may be) and (iii) any proposed Permitted Transfers of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein). Each Such Stockholder will keep Acquiror Parent fully informed in all material respects of apprised of any related developments, discussions and inquiries negotiations relating to the matters described in clause (ii) of the preceding sentence (including any change to the proposed terms thereof) and shall provide to Acquiror Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written materials sent or provided to such Stockholder or any of its Subsidiaries from any person that describes the terms or conditions of any Acquisition Takeover Proposal or other proposal that is the subject of any such inquiry, proposals or information requests.

Appears in 2 contracts

Samples: Voting Agreement (McKesson Corp), Voting Agreement (Per Se Technologies Inc)

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Notice of Acquisitions; Proposals Regarding Prohibited Transactions. (a) Each Stockholder Shareholder hereby agrees to notify Acquiror Parent in writing of the number of any additional Common Shares or other securities of the Company of which such Shareholder acquires Beneficial Ownership on or after the date hereof, such notice to be delivered by such Shareholder as promptly as practicable (and in any event within three Business Days of such acquisition). (b) Each Shareholder hereby agrees to notify Parent as promptly as practicable (and in any event within 24 hourshours after receipt) in writing of (i) the number of any additional shares of Common Stock or other securities of the Company of which such Stockholder acquires Beneficial Ownership on or after the date hereof, (ii) any inquiries or proposals (other than inquiries or proposals which are made to TMB itself), which are received by, any information which is requested from, or any negotiations or discussions which are sought to be initiated or continued with, such Stockholder Shareholder or any of its Affiliates affiliates with respect to any TMB Acquisition Proposal or any other matter referred to in Section 4.3 4.03 (including the material terms thereof and the identity of such person(s) making such inquiry or proposal, requesting such information or seeking to initiate or continue such negotiations or discussions, as the case may be) and (iii) any proposed Permitted Transfers of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein). Each Stockholder Such Shareholder will keep Acquiror Parent fully informed in all material respects of any related developments, discussions and inquiries negotiations relating to the matters described in clause (ii) of the preceding sentence (including any change to the proposed terms thereof) and shall provide to Acquiror Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written materials sent or provided to such Stockholder Shareholder or any of its Subsidiaries from any person that describes the terms or conditions of any TMB Acquisition Proposal or other proposal that is the subject of any such inquiry, proposals or information requests.

Appears in 1 contract

Samples: Voting Agreement (Luminex Corp)

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