Notice of Company Takeover Proposal. From and after the date of this Agreement, the Company will as promptly as practicable (but in any event within 24 hours of receipt) advise Parent and 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 Entities 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. Such notice will be made orally and confirmed in writing, will indicate the material terms and conditions thereof and will include a copy of any such written inquiry, request or proposal and copies of any information provided to or by any third party relating thereto. The Company agrees that it will keep Parent promptly 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 keep Parent promptly informed as to the details of any information requested of or provided by the Company and as to the details of all discussions or negotiations with respect to any such request, Company Takeover Proposal or inquiry, including by providing Parent a copy of all material documentation or correspondence relating thereto as soon as practicable (but in any event within 24 hours of receipt).
Appears in 2 contracts
Samples: Merger Agreement (International Coal Group, Inc.), Merger Agreement (Arch Coal Inc)
Notice of Company Takeover Proposal. From and after the date of this Agreement, the Company will as shall promptly as practicable (but in any event within 24 hours of receiptone calendar day) advise notify Parent and Merger Sub in writing of 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 Entities 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 (iii) any request for discussions or negotiations relating to a possible Company Takeover Proposal. Such notice will shall be made orally and confirmed in writing, will and shall indicate the material terms and conditions thereof and will include the identity of the other party or parties involved and promptly furnish to Parent and Merger Sub a copy of any such written inquiry, request or proposal and copies of any information provided to or by any third party relating theretoproposal. The Company agrees that it will shall keep Parent promptly informed reasonably informed, in all material respects respects, of the status and details (including amendments or proposed amendments) of any such request, Company Takeover Proposal or inquiry and keep Parent promptly informed 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 all discussions or negotiations with respect to any such request, Company Takeover Proposal or inquiry, including by providing Parent a copy of all material documentation or correspondence relating thereto as soon as practicable (but in any event within 24 hours of receipt)the Company Takeover Proposal.
Appears in 2 contracts
Samples: Merger Agreement (Cleveland Cliffs Inc), Merger Agreement (Alpha Natural Resources, Inc.)