Common use of Notices to the Buyer Clause in Contracts

Notices to the Buyer. The Company, as promptly as practicable, shall notify the Buyer orally, with written confirmation to follow (but in any event within 24 hours of knowledge of the actual receipt of any Acquisition Proposal by any of the individuals listed on Section 6.1(c) of the Company Disclosure Schedule), of the Company’s receipt of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal and the identity of the person making any such Acquisition Proposal. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until after the Company has first notified the Buyer of such Acquisition Proposal as required by the preceding sentence. The Company shall (i) promptly notify the Buyer if it has begun to furnish non-public information to, or to participate in negotiations or substantive discussions with, a Person making any such Acquisition Proposal and shall promptly advise the Buyer orally, with written confirmation to follow promptly (and in any event within 24 hours of knowledge of the actual receipt of any material change in the terms of any such Acquisition Proposal by any of the individuals listed on Section 6.1(c) of the Company Disclosure Schedule), of any material change in the terms of any such Acquisition Proposal and (ii) if the Buyer shall make a counterproposal (including without limitation following delivery of a written notice to the Buyer pursuant to Section 6.1(b)), consider and cause its financial and legal advisors to consider the terms of such counterproposal.

Notices to the Buyer. The Company, as promptly as practicable, shall notify the Buyer orally, with written confirmation to follow (but in any event within 24 hours of knowledge of the actual receipt of any Acquisition Proposal by any of the individuals listed on Section 6.1(c) of the Company Disclosure Schedule), of the Company’s receipt of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal and the identity of the person making any such Acquisition Proposal. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until after the Company has first notified the Buyer of such Acquisition Proposal as required by the preceding sentence. The Company shall promptly (iwithin 24 hours) promptly notify the Buyer if it has begun to furnish non-public information to, or to participate in negotiations or substantive discussions with, a Person making any such Acquisition Proposal and shall promptly advise the Buyer orally, with written confirmation to follow follow, of the Company’s receipt of (i) any Acquisition Proposal, (ii) any request for information relating to the Company or any of its Subsidiaries other than requests for information in ordinary course of business and unrelated to an Acquisition Proposal or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal. The Company shall promptly provide the Buyer (within 24 hours) with the identity of such Person and a copy of such Acquisition Proposal, inquiry or request (or, where no such copy is available, a written description of such Acquisition Proposal, inquiry or request including the material terms and conditions thereof). The Company shall keep the Buyer reasonably informed (orally and in writing) on a prompt basis (and in any event within no later than 24 hours after the occurrence of knowledge any changes, developments, discussions or negotiations) of the actual receipt of any material change in the terms status of any such Acquisition Proposal by Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any of the individuals listed on Section 6.1(c) of the Company Disclosure Schedulemodifications thereto), and any material developments, discussions and negotiations, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material change oral inquiries or discussions. Without limiting the foregoing, the Company shall promptly (within 24 hours) notify the Buyer orally and in writing if the terms Company determines to begin providing or making available information or to engage in discussions or negotiations concerning an Acquisition Proposal pursuant to Section 6.1(a). The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date of this Agreement except with respect to a confidentiality agreement as permitted or required pursuant to Section 6.1(a), or any agreement that prohibits the Company from providing or making available to the Buyer or the Merger Sub any information provided or made available to any other Person pursuant to such confidentiality agreement. The Company shall not, and shall cause each of its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is a party, and the Company shall, and shall cause its Subsidiaries to, enforce the provisions of any such Acquisition Proposal and (ii) if the Buyer shall make a counterproposal (including without limitation following delivery of a written notice to the Buyer pursuant to Section 6.1(b)), consider and cause its financial and legal advisors to consider the terms of such counterproposalagreement.

Notices to the Buyer. The Company, as Company shall promptly as practicable, shall notify (within 24 hours) advise the Buyer orally, with written confirmation to follow (but in any event within 24 hours of knowledge of receipt by the actual receipt Company of any Acquisition Proposal by or any of the individuals listed on Section 6.1(c) of the Company Disclosure Schedule), of the Company’s receipt of request for nonpublic information in connection with any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or request and the identity of the person making any such Acquisition ProposalProposal or request and shall promptly (within 24 hours) advise the Buyer of any material amendments to any such request, Acquisition Proposal or inquiry. At least 24 hours prior to taking any of the actions referred to in the last sentence of Section 6.1(a), the Company shall notify Buyer orally and in writing that it proposes to furnish information and/or enter into discussions or negotiations as provided therein. At least five days (the “Five Day Period”) prior to the Company Board holding a meeting to consider, or the execution of any written action, taking any of the actions referred to in last sentence of Section 6.1(b), the Company shall notify Buyer of such meeting or written action and that such action may be considered or taken. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until after the Company has first notified the Buyer of such Acquisition Proposal as required by the preceding sentence. The Company Board shall (i) promptly notify consider in good faith any revised proposal to acquire the Company Common Stock that Buyer if it has begun may make during or prior to furnish non-public information to, or to participate in negotiations or substantive discussions with, a Person making any such Acquisition Proposal and shall promptly advise the Buyer orally, with written confirmation to follow promptly (and expiration of the Five Day Period in any event within 24 hours of knowledge of the actual receipt of any material change in the terms of any such Acquisition Proposal by binding written proposal, prior to taking any of the individuals listed on actions referred to in last sentence of Section 6.1(c6.1(b) of the Company Disclosure Schedule), of any material change in the terms of any such Acquisition Proposal and (ii) if provide the Buyer shall make with a counterproposal (including without limitation following delivery new Five Day Period prior to holding a meeting to consider, or the execution of a any written notice action with respect to, any new Acquisition Proposal or any material modification to the Buyer pursuant to Section 6.1(b)), consider and cause its financial and legal advisors to consider the terms of such counterproposalany previous Acquisition Proposal.