Common use of Notice of Competing Proposal Clause in Contracts

Notice of Competing Proposal. From and after the date hereof, at all times until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VII, as promptly as practicable, and in any event within twenty-four (24) hours, the Company shall give written notice to Parent of (i) any Competing Proposal (or any inquiry, proposal or offer that would reasonably be expected to lead to any Competing Proposal) received by the Company, any Company Subsidiary or any of its Representatives, (ii) any request for information in connection with any Competing Proposal from a third party, and (iii) any discussions or negotiations with a third party with respect to a Competing Proposal that are sought to be initiated or had with, in each case of clauses (i) through (iii), the Company, any Company Subsidiary or any of its or their Representatives, setting forth in such notice the identity of such person, the terms and conditions of the Competing Proposal (including, if applicable, complete copies of any written requests, proposals, or offers, including proposed agreements), and the Company thereafter shall keep Parent informed, on a reasonably current basis (and, in any event, within twenty-four (24) hours), of any updates or changes to the terms of any such proposals or offers (including any material amendments thereto) or any other inquiries, requests, discussions or negotiations, in each case, that are material, made or had in connection with such Competing Proposal.