Common use of Notices; Additional Negotiations Clause in Contracts

Notices; Additional Negotiations. Each party shall immediately advise the other party orally, with written confirmation to follow promptly (and in any event within 24 hours), of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. Neither party shall provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two business days after such party has first notified the other party of such Acquisition Proposal as required by the preceding sentence. The party receiving an Acquisition Proposal shall (i) keep the other party fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, (ii) provide to the other party as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the party receiving an Acquisition Proposal from any third party in connection with any Acquisition Proposal or sent or provided by such party to any third party in connection with any Superior Proposal, and (iii) if the other party shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the party receiving a Superior Proposal shall furnish a copy of such information to the other party to the extent that such copy has not previously been provided to the other party. In addition to the foregoing, SkillSoft or SmartForce shall (i) provide the other party with at least 24 hours prior notice (or such lesser prior notice as provided to the members of SkillSoft's or SmartForce's Board of Directors but in no event less than eight hours) of any meeting of SkillSoft's or SmartForce's Board of Directors at which SkillSoft's or SmartForce's Board of Directors is reasonably expected to consider a Superior Proposal and (ii) provide the other party with at least two business days prior written notice of a meeting of SkillSoft's or SmartForce's Board of Directors at which SkillSoft's or SmartForce's Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to the other party.

Notices; Additional Negotiations. Each party The Company shall immediately promptly advise the other party Parent orally, with written confirmation to follow promptly (and in any event within 24 hoursone business day), of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposalinformation, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. Neither party The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two business days after such party the Company has first notified the other party Parent of such Acquisition Proposal as required by the preceding sentence. The party receiving an Acquisition Proposal Company shall (i) keep the other party Parent fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, (ii) provide to the other party Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the party receiving an Acquisition Proposal Company from any third party in connection with any Acquisition Proposal (other than confidential due diligence materials regarding such third party sent to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by such party the Company to any third party in connection with any Superior Proposal, and (iii) if the other party Parent shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the party receiving a Superior Proposal Company shall furnish a copy of such information to the other party Parent to the extent that such copy has not previously been provided to the other partyParent. In addition to the foregoing, SkillSoft or SmartForce the Company shall (i) provide the other party Parent with at least 24 hours prior notice (or such lesser prior notice as provided to the members of SkillSoft's or SmartForce's the Company Board of Directors but in no event less than eight hours) of any meeting of SkillSoft's or SmartForce's the Company Board of Directors at which SkillSoft's or SmartForce's the Company Board of Directors is reasonably expected to consider a Superior Proposal and (ii) provide the other party with at least two business days prior written notice of a meeting of SkillSoft's or SmartForce's Board of Directors at which SkillSoft's or SmartForce's Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to the other partyParent.

Notices; Additional Negotiations. Each party The Company and Acquiror shall immediately advise the other party orally, with written confirmation to follow promptly (and in any event within 24 hourstwo business days), of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. Neither party shall provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two business days after such party has first notified the other party of such Acquisition Proposal as required by the preceding sentence. The party receiving an Acquisition Proposal shall (i) keep the other party fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, inquiry and (ii) provide to the other party as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the party receiving an such Acquisition Proposal from any third party in connection with any such Acquisition Proposal. Notwithstanding the foregoing, in the event that the Company receives an Acquisition Proposal that is, or sent or provided by such party is reasonably likely to any third party in connection with any result in, a Superior Proposal, and (iii) if the other party shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the party receiving a Superior Proposal Company shall furnish a copy of such information to the other party Acquiror to the extent that such copy has not previously been provided to the other partyAcquiror. In addition to the foregoing, SkillSoft or SmartForce the Company shall (i) provide the other party Acquiror with at least 24 hours prior notice (or such lesser prior notice as provided to the members of SkillSoft's or SmartForce's the Company’s Board of Directors but in no event less than eight hours) of any meeting of SkillSoft's or SmartForce's the Company’s Board of Directors at which SkillSoft's or SmartForce's the Company’s Board of Directors is reasonably expected to consider a Superior Proposal and (ii) provide the other party Acquiror with at least two business days prior written notice of a meeting of SkillSoft's or SmartForce's the Company’s Board of Directors at which SkillSoft's or SmartForce's the Company’s Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to the other partyAcquiror.

Notices; Additional Negotiations. Each party Upon obtaining knowledge of any Acquisition Proposal, Holder shall immediately promptly advise the other party Acquiror orally, with written confirmation to follow promptly (and in any event within 24 hours), of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. Neither party Holder shall not provide any information to or participate in discussions or negotiations with the person or entity Person making any Superior Proposal until two business days after such party has first notified the other party of such Acquisition Proposal as required by the preceding sentenceProposal. The party receiving an Acquisition Proposal Holder shall (i) keep the other party Acquiror fully informed, on a current basis, informed of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, inquiry (whether written or oral) on a reasonably current basis and (ii) provide to the other party Acquiror as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the party receiving an Acquisition Proposal Holder from any third party in connection with any Acquisition Proposal or sent or provided by such party Holder, if permitted hereunder, to any third party in connection with any Superior Acquisition Proposal, and (iii) if . In the other party shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to event Holder does not notify Acquiror per the terms of such counterproposal. Contemporaneously with providing any this Section 4(b), Holder shall nonetheless be deemed to have satisfied its obligations to notify Acquiror as provided in this Section 4(b) if Target shall have satisfied its obligation to timely provide the relevant information to a third party in connection with any such Superior Proposal or inquiry, Acquiror under the party receiving a Superior Proposal shall furnish a copy of such information to the other party to the extent that such copy has not previously been provided to the other party. In addition to the foregoing, SkillSoft or SmartForce shall (i) provide the other party with at least 24 hours prior notice (or such lesser prior notice as provided to the members of SkillSoft's or SmartForce's Board of Directors but in no event less than eight hours) of any meeting of SkillSoft's or SmartForce's Board of Directors at which SkillSoft's or SmartForce's Board of Directors is reasonably expected to consider a Superior Proposal and (ii) provide the other party with at least two business days prior written notice of a meeting of SkillSoft's or SmartForce's Board of Directors at which SkillSoft's or SmartForce's Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to the other partyMerger Agreement.

Notices; Additional Negotiations. Each party The Company and Acquiror shall immediately advise the other party orally, with written confirmation to follow promptly (and in any event within 24 hourstwo business days), of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. Neither party shall provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two business days after such party has first notified the other party of such Acquisition Proposal as required by the preceding sentence. The party receiving an Acquisition Proposal shall (i) keep the other party fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, inquiry and (ii) provide to the other party as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the party receiving an such Acquisition Proposal from any third party in connection with any such Acquisition Proposal. Notwithstanding the foregoing, in the event that the Company receives an Acquisition Proposal that is, or sent or provided by such party is reasonably likely to any third party in connection with any result in, a Superior Proposal, and (iii) if the other party shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the party receiving a Superior Proposal Company shall furnish a copy of such information to the other party Acquiror to the extent that such copy has not previously been provided to the other partyAcquiror. In addition to the foregoing, SkillSoft or SmartForce the Company shall (i) provide the other party Acquiror with at least 24 hours prior notice (or such lesser prior notice as provided to the members of SkillSoft's or SmartForcethe Company's Board of Directors but in no event less than eight hours) of any meeting of SkillSoft's or SmartForcethe Company's Board of Directors at which SkillSoft's or SmartForcethe Company's Board of Directors is reasonably expected to consider a Superior Proposal and (ii) provide the other party Acquiror with at least two business days prior written notice of a meeting of SkillSoft's or SmartForcethe Company's Board of Directors at which SkillSoft's or SmartForcethe Company's Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to the other partyAcquiror.

Notices; Additional Negotiations. Each party shall immediately advise the other party orally, with written confirmation to follow promptly (and in any event within 24 hours)promptly, of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. Neither party shall provide any information to or participate in discussions or negotiations with (except for discussions as to the existence of these provisions) the person or entity making any Acquisition Proposal which constitutes a Superior Proposal or which could reasonably be expected to result in a Superior Proposal until two business days after such party has first notified the other party of such Acquisition Proposal as required by the preceding sentence. The party receiving an Acquisition Proposal shall (i) orally and in writing within 24 hours of receipt thereof, keep the other party fully informed, on a current basis, informed of the status and details (including any change to the terms) material terms of any such Acquisition Proposal Proposal, request or inquiry (including notifying the other party orally and in writing of the identity of the person making such Acquisition Proposal, request or inquiry, and of any material change to the terms of such Acquisition Proposal) and (ii) provide to the other party as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the party receiving an Acquisition Proposal from any third party in connection with any Acquisition Proposal or sent or provided by such party to any third party in connection with any Superior Proposal, and (iii) if the other party to this Agreement shall make a counterproposalcompeting proposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposalcompeting proposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiryAcquisition Proposal, the party receiving a Superior such Acquisition Proposal shall furnish a copy of such information to the other party to the extent that such copy has not previously been provided to the other party. In addition to the foregoing, SkillSoft Larscom or SmartForce VINA shall (iA) provide the other party with at least 24 hours prior notice (or such lesser prior notice as provided to the members of SkillSoft's the Larscom Board or SmartForce's to the members of the VINA Board of Directors but in no event less than eight hours) of any meeting of SkillSoft's the Larscom Board or SmartForce's the VINA Board of Directors at which SkillSoft's the Larscom Board or SmartForce's the VINA Board of Directors is reasonably expected to consider an Acquisition Proposal which constitutes a Superior Proposal or which could reasonably be expected to result in a Superior Proposal and (iiB) provide the other party with at least two business days prior written notice of a meeting of SkillSoft's the Larscom Board or SmartForce's the VINA Board of Directors at which SkillSoft's the Larscom Board or SmartForce's the VINA Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to the other party.

Notices; Additional Negotiations. Each party shall immediately advise the other party orally, with written confirmation to follow promptly (and in any event within 24 hours)promptly, of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. Neither party shall provide any information to or participate in discussions or negotiations with (except for discussions as to the existence of these provisions) the person or entity making any Acquisition Proposal which constitutes a Superior Proposal or which could reasonably be expected to result in a Superior Proposal until two business days after such party has first notified the other party of such Acquisition Proposal as required by the preceding sentence. The party receiving an Acquisition Proposal shall (i) orally, and in writing within 24 hours of receipt thereof, keep the other party fully informed, on a current basis, informed of the status and details (including any change to the terms) material terms of any such Acquisition Proposal Proposal, request or inquiry (including notifying the other party orally and in writing of the identity of the person making such Acquisition Proposal, request or inquiry, and of any material change to the terms of such Acquisition Proposal) and (ii) provide to the other party as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the party receiving an Acquisition Proposal from any third party in connection with any Acquisition Proposal or sent or provided by such party to any third party in connection with any Superior Proposal, and (iii) if the other party to this Agreement shall make a counterproposalcompeting proposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposalcompeting proposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiryAcquisition Proposal, the party receiving a Superior such Acquisition Proposal shall furnish a copy of such information to the other party to the extent that such copy has not previously been provided to the other party. In addition to the foregoing, SkillSoft Verilink or SmartForce Larscom shall (iA) provide the other party with at least 24 hours prior notice (or such lesser prior notice as provided to the members of SkillSoft's the Verilink Board or SmartForce's to the members of the Larscom Board of Directors but in no event less than eight hours) of any meeting of SkillSoft's the Verilink Board or SmartForce's the Larscom Board of Directors at which SkillSoft's the Verilink Board or SmartForce's the Larscom Board of Directors is reasonably expected to consider an Acquisition Proposal which constitutes a Superior Proposal or which could reasonably be expected to result in a Superior Proposal and (iiB) provide the other party with at least two business days prior written notice of a meeting of SkillSoft's the Verilink Board or SmartForce's the Larscom Board of Directors at which SkillSoft's the Verilink Board or SmartForce's the Larscom Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to the other party.