Common use of Notice to Parent of Acquisition Proposals Clause in Contracts

Notice to Parent of Acquisition Proposals. From and after the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIII, (i) as promptly as reasonably practicable (and in any event within forty-eight (48) hours from the receipt thereof) after receipt of any Acquisition Proposal or any request for non-public information or inquiry (including seeking to initiate or continue any discussion or negotiation) that could reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Parent with written notice, which notice must include (A) the identity of the Person or Group making such proposal, request or inquiry (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement); (B) the material terms and conditions of such Acquisition Proposal, request or inquiry, and if in writing, an unredacted copy thereof (and, where no copy is available, a reasonably detailed written description thereof); and (C) copies of any material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or such disclosure is prohibited, a reasonably detailed written description thereof), and (ii) thereafter, the Company shall keep Parent reasonably informed, on a prompt basis (and in any event through notifying Parent in writing within forty-eight (48) hours of any material development with regard to or material amendment of such proposal, request or inquiry), of the status and terms of any such proposal (including any amendments thereto) and the status of any such discussions or negotiations, including providing unredacted copies of any new or amended material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or disclosure is prohibited, a reasonably detailed written description thereof). From and after the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIII, the Company will promptly (and in any event within forty-eight (48) hours) make available to Parent any non-public information concerning any Acquired Company that is provided to any such Person or Group or its Representatives that was not previously made available to Parent or its Representatives.

Notice to Parent of Acquisition Proposals. From and after During the date of this Agreement until Pre-Closing Period, the Effective Time or the dateCompany will promptly (and, if any, on which this Agreement is terminated in accordance with Article VIII, (i) as promptly as reasonably practicable (and in any event within forty-eight (48) 48 hours from the receipt thereof) after receipt of any notify Parent in writing if an Acquisition Proposal is, to the Knowledge of the Company (which, for this purpose, will be deemed to include each member of the Company Board and will not be deemed to be only as of the date of this Agreement), received by the Company or its Representatives or any request for non-public information is requested from, or inquiry (including seeking any discussions or negotiations are sought to initiate be initiated or continue continued with, the Company or any discussion of its Representatives, which requests, discussions or negotiation) that could negotiations would reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Parent with written notice, which . Such notice must include (A) the identity of the Person or Group making such proposal, proposal or request or inquiry (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement); (B) a summary of the material terms and conditions of such Acquisition Proposalproposal or request and, request or inquiry, and if in writing, an unredacted a copy thereof (and, where no copy is available, a reasonably detailed written description thereof); and (C) copies of any material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or such disclosure is prohibited, a reasonably detailed written description thereof), and (ii) thereaftertherewith. Thereafter, the Company shall must keep Parent reasonably informed, on a prompt basis (and in any event through notifying Parent in writing within forty-eight (48) 48 hours of any material development with regard to or material amendment of such proposal, request proposal or inquiryrequest), of the status and terms of any such proposal (including any amendments thereto) and the status of any such discussions or negotiations, including providing unredacted copies of any new or amended material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to therewith. During the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or disclosure is prohibited, a reasonably detailed written description thereof). From and after the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIIIPre-Closing Period, the Company will promptly (and in any event within forty-eight (48) 48 hours) make available to Parent any non-public information concerning any Acquired the Company and its Subsidiaries that is provided to any such Person or Group or its Representatives that was not previously made available to Parent or its Representatives.

Notice to Parent of Acquisition Proposals. From and after During the date of this Agreement until Pre-Closing Period, the Effective Time or the dateCompany will promptly (and, if any, on which this Agreement is terminated in accordance with Article VIII, (i) as promptly as reasonably practicable (and in any event within forty-eight (48) 48 hours from the receipt thereof) after receipt notify Parent in writing (x) of the entry by the Company or any of its Subsidiaries into an Acceptable Confidentiality Agreement with a third party who has made or could make an Acquisition Proposal (or, if such third party was already party to a confidentiality agreement with the Company or any request of its Subsidiaries prior to February 4, 2024, then the Company shall instead notify Parent within 24 hours of granting data room access to such third party or its Representatives, it being understood that such notification need only be made one time with respect to such third party and its Representatives), and (y) if an Acquisition Proposal is, to the Knowledge of the Company (which, for this purpose, will be deemed to include each member of the Company Board and will not be deemed to be only as of the date of this Agreement), received by the Company or its Representatives or any non-public information is requested from, or inquiry (including seeking any discussions or negotiations are sought to initiate be initiated or continue continued with, the Company or any discussion of its Representatives, which requests, discussions or negotiation) that could negotiations would reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Parent with written notice, which . Such notice must include (A) the identity of the Person or Group making such proposal, proposal or request or inquiry (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement); (B) a summary of the material terms and conditions of such Acquisition Proposalproposal or request and, request or inquiry, and if in writing, an unredacted a copy thereof (and, where no copy is available, a reasonably detailed written description thereof); and (C) copies of any material agreements, agreements and documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or such disclosure is prohibited, a reasonably detailed written description thereof), and (ii) thereaftertherewith. In addition, the Company shall must keep Parent reasonably informed, on a prompt basis (and in any event through notifying Parent in writing within forty-eight (48) 48 hours of any material development with regard to or material amendment of such proposal, request proposal or inquiryrequest), of the status and terms of any such proposal (including any amendments thereto) and the status of any such discussions or negotiations, including providing unredacted copies of any new or amended material agreements, agreements or documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to therewith. During the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or disclosure is prohibited, a reasonably detailed written description thereof). From and after the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIIIPre-Closing Period, the Company will promptly (and in any event within forty-eight (48) 48 hours) make available to Parent any non-public information concerning any Acquired the Company and its Subsidiaries that is provided to any such Person or Group or its Representatives that was not previously made available to Parent or its Representatives. Without limiting the parties’ rights and obligations under Section 5.4(c), it is understood and agreed that any contacts, disclosures, discussions or negotiations expressly permitted under this Section 5.4 shall not (in and of itself) constitute a Change of Recommendation or otherwise constitute a basis for Parent to terminate this Agreement.

Notice to Parent of Acquisition Proposals. From and after Within 24 hours following the date expiration of this Agreement until the Effective Time or Go-Shop Period, the date, if any, on which this Agreement is terminated in accordance with Article VIII, Company shall deliver to Parent a written notice setting forth: (i) as the identity of each Excluded Party from which the Company has received during the Go-Shop Period an Acquisition Proposal that remains pending and (ii) the material terms and conditions of any such pending Acquisition Proposal made by each such Excluded Party. During the Pre-Closing Period, the Company will promptly as reasonably practicable (and and, in any event within forty-eight (48) 48 hours from the receipt thereof) after receipt notify Parent in writing (x) of the entry by the Company or any of its Subsidiaries into an Acceptable Confidentiality Agreement with a third party who has made or could make an Acquisition Proposal (or, if such third party was already party to a confidentiality agreement with the Company or any request of its Subsidiaries prior to the date of this Agreement, then the Company shall instead notify Parent within 24 hours of granting data room access to such third party or its Representatives, it being understood that such notification need only be made one time with respect to such third party and its Representatives), and (y) if an Acquisition Proposal is, to the Knowledge of the Company (which, for this purpose, will be deemed to include each member of the Company Board and will not be deemed to be only as of the date of this Agreement), received by the Company or its Representatives or any non-public information is requested from, or inquiry (including seeking any discussions or negotiations are sought to initiate be initiated or continue continued with, the Company or any discussion of its Representatives, which requests, discussions or negotiation) that could negotiations would reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Parent with written notice, which . Such notice must include (A) the identity of the Person or Group making such proposal, proposal or request or inquiry (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement); (B) a summary of the material terms and conditions of such Acquisition Proposalproposal or request and, request or inquiry, and if in writing, an unredacted a copy thereof (and, where no copy is available, a reasonably detailed written description thereof); and (C) copies of any material agreements, agreements and documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to therewith. From and after the terms expiration of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or such disclosure is prohibited, a reasonably detailed written description thereof), and (ii) thereafterGo-Shop Period, the Company shall must keep Parent reasonably informed, on a prompt basis (and in any event through notifying Parent in writing within forty-eight (48) 48 hours of any material development with regard to or material amendment of such proposal, request proposal or inquiryrequest), of the status and terms of any such proposal (including any amendments thereto) and the status of any such discussions or negotiations, including providing unredacted copies of any new or amended material agreements, agreements or documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to therewith. During the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or disclosure is prohibited, a reasonably detailed written description thereof). From and after the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIIIPre-Closing Period, the Company will promptly (and in any event within forty-eight (48) 48 hours) make available to Parent any non-public information concerning any Acquired the Company and its Subsidiaries that is provided to any such Person or Group or its Representatives that was not previously made available to Parent or its Representatives. Without limiting the parties’ rights and obligations under Section 5.4(d), it is understood and agreed that any contacts, disclosures, discussions or negotiations expressly permitted under this Section 5.4 shall not (in and of itself) constitute a Change of Recommendation or otherwise constitute a basis for Parent to terminate this Agreement.

Notice to Parent of Acquisition Proposals. From and after During the date of this Agreement until Pre-Closing Period, the Effective Time or the dateCompany will promptly (and, if any, on which this Agreement is terminated in accordance with Article VIII, (i) as promptly as reasonably practicable (and in any event event, within forty-eight (48) 24 hours from the receipt thereof) after receipt notify Parent in writing if to the Knowledge of any the Company, an Acquisition Proposal is received by the Company or any request for of its Representatives or any non-public information is requested from, or inquiry (including seeking any discussions or negotiations are sought to initiate be initiated or continue continued with, the Company or any discussion of its Representatives, which requests, discussions or negotiation) that could negotiations would reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Parent with written notice, which . Such notice must include (A) the identity of the Person or Group making such proposal, proposal or request or inquiry (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement); (B) a summary of the material terms and conditions of such Acquisition Proposalproposal or request and, request or inquiry, and if in writing, an unredacted a copy thereof (and, where no copy is available, a reasonably detailed written description thereof); and (C) copies of any material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or such disclosure is prohibited, a reasonably detailed written description thereof), and (ii) thereaftertherewith. Thereafter, the Company shall must keep Parent reasonably informed, on a prompt basis (and in any event through notifying Parent in writing within forty-eight (48) 24 hours of any material development with regard to respect to, or material amendment of such proposalsuch, request proposal or inquiryrequest), of the status and terms of any such proposal (including any amendments thereto) and the status of any such discussions or negotiations, including providing unredacted copies of any new or amended material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to therewith. During the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or disclosure is prohibited, a reasonably detailed written description thereof). From and after the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIIIPre-Closing Period, the Company will promptly (and in any event within forty-eight (48) 48 hours) make available to Parent any non-public information concerning any Acquired the Company and its Subsidiaries that is provided to any such Person or Group or its Representatives that was not previously made available to Parent or its Representatives.