Common use of Notices to the Buyer; Additional Negotiations Clause in Contracts

Notices to the Buyer; Additional Negotiations. The Company shall immediately advise the Buyer 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, request or inquiry and the identity of the Person making any such Acquisition Proposal, request or inquiry. The Company shall (i) keep the Buyer fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal, request or inquiry, (ii) provide to the Buyer as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the Company from any third party in connection with any Acquisition Proposal, request or inquiry, or sent or provided by the Company to any third party in connection with any Acquisition Proposal and (iii) if the Buyer shall make a counterproposal, consider such counterproposal (including with respect to any Change in Recommendation) 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 Acquisition Proposal, request or inquiry, the Company shall furnish a copy of such information to the Buyer.

Notices to the Buyer; Additional Negotiations. The Company shall immediately promptly advise the Buyer 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, request Proposal or inquiry and the identity of the Person person making any such Acquisition Proposal, request Proposal or inquiry. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until five business days after the Company has first notified the Buyer of such Acquisition Proposal as required by the preceding sentence. The Company shall (i) keep the Buyer fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal, request Proposal or inquiry, (ii) provide to the Buyer as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the Company from any third party in connection with any Acquisition Proposal, request or inquiry, Proposal or sent or provided by the Company to any third party in connection with any Acquisition Superior Proposal and (iii) if the Buyer shall make a counterproposal, consider such counterproposal (including with respect to any Change in Recommendation) 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 Acquisition Proposal, request Superior Proposal or inquiry, the Company shall furnish a copy of such information to the Buyer.

Notices to the Buyer; Additional Negotiations. The Company shall immediately --------------------------------------------- advise the Buyer orallyas promptly as practicable, with written confirmation to follow promptly (and in any event within 24 hours), orally and in writing, 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, request Proposal or inquiry and the identity of the Person person making any such Acquisition Proposal, request Proposal or inquiry. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until three business days after the Company has first notified the Buyer of such Acquisition Proposal as required by the preceding sentence. The Company shall (i) keep the Buyer fully informed, on a current basisbasis to the extent practicable and, in any event, as promptly as practicable, of the status and details (including any change to the terms) of any such Acquisition Proposal, request Proposal or inquiry, (ii) provide to the Buyer as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the Company from any third party in connection with any Acquisition Proposal, request or inquiry, Proposal or sent or provided by the Company to any third party in connection with any Acquisition Proposal Superior Proposal, and (iii) if the Buyer shall make a counterproposal, consider such counterproposal (including with respect to any Change in Recommendation) 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 Acquisition Proposal, request Superior Proposal or inquiry, the Company shall furnish a copy of such information to the Buyer.