Common use of Notice of Transaction Clause in Contracts

Notice of Transaction. In the event that the Company receives a proposal for a Transaction that the Company desires to accept or the Company otherwise desires to enter into a letter of intent or binding agreement which could reasonably be expected to result in, a Transaction with a [****] Purchaser, then prior to the Company entering into such Transaction the Company shall give written notice thereof to BASIC, which notice shall include the material terms and conditions of such Transaction as proposed by the [****] Purchaser, along with copies of the proposal, letter of intent or binding agreement (and all related exhibits and schedules) relating thereto in Microsoft Word format (the “Company [****] Transaction Notice”), and BASIC shall have a period of fifteen (15) days thereafter to deliver to the Company a written letter of intent setting forth the material terms and conditions of its proposal to consummate a Transaction with the Company on terms and conditions no less favorable to the Company than those outlined in the Company [****] Transaction Notice (the “[****] Transaction Exercise Notice”). Thereafter, the Company shall deliver written notice to BASIC of all changes to the proposed material terms of the Transaction, along with revised drafts of each material transaction document relating thereto; provided, however, that no such notice of changes shall trigger another fifteen (15) day response period set forth in this Section 6.1(b) or another twenty (20) day negotiation period set forth in Section 6.1(c) below with respect to such Transaction with such [****] Purchaser until the occurrence of the Right Renewal Date (as defined below) with respect to such Transaction with such [****] Purchaser.

Notice of Transaction. In the event that the Company receives a proposal for a an Unsolicited Transaction that the Company desires to accept or the Company otherwise desires to enter into a letter of intent or binding agreement which could reasonably be expected to result in, a in an Unsolicited Transaction with a [****] Purchaser, then prior to the Company entering into such Unsolicited Transaction the Company shall give written notice thereof to BASIC, which notice shall include the proposed material terms and conditions of such Unsolicited Transaction as proposed by the [****] Purchaser, along with copies of the proposal, letter of intent or binding agreement (and all related exhibits and schedules) relating thereto in Microsoft Word format (the “Company [****] Transaction Notice”), and BASIC shall have a period of fifteen (15) days thereafter to deliver to the Company a written letter of intent setting forth the material terms and conditions of its proposal to consummate a Transaction with the Company on terms and conditions no less favorable to the Company than those outlined in the Company [****] Transaction Notice (the “[****] Transaction Exercise Notice”). Thereafter, the Company shall deliver written notice to BASIC of all changes to the proposed material terms of the Transaction, Transaction along with revised drafts of each material transaction document relating thereto; provided, however, that no such notice of changes shall will trigger another fifteen (15) day response period set forth in this Section 6.1(b6.2(c) or another twenty (20) day negotiation period set forth in Section 6.1(c6.2(d) below with respect to such Unsolicited Transaction with such [****] Purchaser until the occurrence of the Right Renewal Date (as defined below) with respect to such Unsolicited Transaction with such [****] Purchaser.