Common use of Notice of Company Takeover Proposal Clause in Contracts

Notice of Company Takeover Proposal. From and after the date of this Agreement, unless the Board of Directors of the Company shall have determined in good faith, after consultation with outside counsel, that taking such action would result in a reasonable probability that the Board of Directors of the Company would breach its fiduciary duties under applicable Law, the Company shall promptly (but in any event within one Business Day) advise GameStop and Holdco of the receipt, directly or indirectly, of any inquiries, requests, discussions, negotiations or proposals relating to a Company Takeover Proposal, or any request for nonpublic information relating to any of the Company and its Subsidiaries by any Person that informs the Company or any Company Representative that such Person is considering making, or has made, a Company Takeover Proposal, or an inquiry from a Person seeking to have discussions or negotiations relating to a possible Company Takeover Proposal. Any such notice shall be made orally and confirmed in writing, and shall indicate the material terms and conditions thereof and the identity of the other party or parties involved and promptly furnish to GameStop and Holdco a copy of any such written inquiry, request or proposal and copies of any material information provided to or by any third party relating thereto.

Notice of Company Takeover Proposal. From and after the date of this Agreement, unless the Board of Directors of the Company shall have determined in good faith, after consultation with outside counsel, that taking such action would result in a reasonable probability that the Board of Directors of the Company would breach its fiduciary duties under applicable Law, the Company shall promptly (but in any event within one Business Day36 hours after receipt) advise GameStop and Holdco of notify Parent in the receiptevent that the Company receives, directly or indirectly, of (i) any inquiries, requests, discussions, negotiations or proposals relating to a Company Takeover Proposal, or ; (ii) any request for nonpublic non-public information relating to any of the Company and its Subsidiaries Entities by any Person person that informs the Company or any Company Representative that such Person person is considering making, or has made, a Company Takeover Proposal, or an inquiry from a Person seeking to have (iii) any request for discussions or negotiations relating to a possible Company Takeover Proposal. Any such Such notice shall be made orally and confirmed in writing, and shall indicate the material terms and conditions thereof and the identity of the other party or parties involved and promptly furnish to GameStop Parent, Merger Sub, and Holdco Merger LLC a copy of any such written inquiry, request or proposal and copies of any material information provided to or by any third party relating thereto. The Company undertakes that it shall promptly keep Parent reasonably informed, in all material respects, of the status and details (including amendments or proposed amendments) of any such request, Company Takeover Proposal or inquiry and promptly keep Parent reasonably informed, in all material respects, as to the details of any information requested of or provided by the Company and as to the details of discussions or negotiations with respect to any such request, Company Takeover Proposal or inquiry, including by providing a copy of all documentation or material correspondence relating to the Company Takeover Proposal.

Notice of Company Takeover Proposal. From and after the date of this Agreement, unless the Board of Directors of the Company shall have determined in good faith, after consultation with outside counsel, that taking such action would result in a reasonable probability that the Board of Directors of the Company would breach its fiduciary duties under applicable Law, the Company shall promptly (but in any event within one Business Daytwo calendar days) advise GameStop notify Parent and Holdco Merger Sub in writing of the receipt, directly or indirectly, of any inquiries, requests, discussions, negotiations or proposals relating to a Company Takeover Proposal, or any request for nonpublic non-public information relating to any of the Company and its Subsidiaries Entities by any Person person that informs the Company or any Company Representative that such Person person is considering making, or has made, a Company Takeover Proposal, or an inquiry from a Person seeking to have any request for discussions or negotiations relating to a possible Company Takeover Proposal. Any such Such notice shall be made orally and confirmed in writing, and shall indicate the material terms and conditions thereof and the identity of the other party or parties involved and promptly furnish to GameStop Parent and Holdco Merger Sub a copy of any such written inquiry, request or proposal and copies proposal. The Company agrees that it shall keep Parent reasonably informed in all material respects of the status (including amendments or proposed amendments) of any such request, Company Takeover Proposal or inquiry and keep Parent fully informed in all material respects as to any information requested of or provided by the Company and as to all discussions or negotiations with respect to any such request, Company Takeover Proposal or inquiry, including by any third party providing a copy of all material documentation or correspondence relating thereto.

Notice of Company Takeover Proposal. From and after the date of this Agreement, unless the Board of Directors of the Company shall have determined in good faith, after consultation with outside counsel, that taking such action would result in a reasonable probability that the Board of Directors of the Company would breach its fiduciary duties under applicable Law, the Company shall promptly (but in any event within one Business Daycalendar day) advise GameStop Parent and Holdco Merger Sub in writing of the receipt, directly or indirectly, of any inquiries, requests, discussions, negotiations or proposals relating to a Company Takeover Proposal, or any request for nonpublic information relating to any of the Company and its Subsidiaries Entities by any Person person that informs the Company or any Company Representative its Representatives that such Person person is considering making, or has made, a Company Takeover Proposal, or an inquiry from a Person person seeking to have discussions or negotiations relating to a possible Company Takeover Proposal. Any such Such notice shall be made orally and confirmed in writing, and shall indicate the material specific terms and conditions thereof and the identity of the other party or parties involved and promptly furnish to GameStop Parent and Holdco Merger Sub a copy of any such written inquiry, request or proposal and copies of any material information provided to or by any third party relating thereto, including copies of any subsequent material documentation or correspondence relating thereto.

Notice of Company Takeover Proposal. From and after the date of this Agreement, unless the Board of Directors of the Company shall have determined in good faith, after consultation with outside counsel, that taking such action would result in a reasonable probability that the Board of Directors of the Company would breach its fiduciary duties under applicable Law, the Company shall promptly (but in any event within one Business Day) advise GameStop Parent and Holdco Merger Sub of the receipt, directly or indirectly, of any inquiries, requests, discussions, negotiations or proposals relating to a Company Takeover Proposal, or any request for nonpublic information relating to any of the Company and its Subsidiaries Entities by any Person person that informs the Company or any Company Representative that such Person person is considering making, or has made, a Company Takeover Proposal, or an inquiry from a Person person seeking to have discussions or negotiations relating to a possible Company Takeover Proposal. Any such notice shall be made orally and confirmed in writing, and shall indicate the material terms and conditions thereof and the identity of the other party or parties involved and promptly furnish to GameStop Parent and Holdco Merger Sub a copy of any such written inquiry, request or proposal and copies of any material information provided to or by any third party relating thereto.