Notices to the Parent. From and after the date hereof and prior to the Acceptance Time, the Company shall within one Business Day notify the Parent in the event that the Company or any of its Subsidiaries or Representatives receives (i) any Acquisition Proposal, (ii) any request for non-public information relating to the Company or any of its Subsidiaries other than requests for information in the Ordinary Course of Business and, in the good faith judgment of the Company Board, unrelated to an Acquisition Proposal, or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal. The Company shall provide Parent within such one Business Day period with the identity of such Person and a copy of such Acquisition Proposal (or, where such Acquisition Proposal is not in writing, a description of the material terms and conditions of such Acquisition Proposal). The Company shall keep the Parent reasonably informed in writing (and in any event no later than one Business Day) after the occurrence of any material changes, developments, discussions or negotiations relating to such Acquisition Proposal, including furnishing copies of any material written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting the foregoing, the Company shall within one Business Day notify the Parent in writing if it determines to begin providing non-public information or to engage in discussions or negotiations concerning an Acquisition Proposal. The Company shall not, and shall cause its Subsidiaries not to, enter into any agreement with any Person subsequent to the date of this Agreement that would restrict the Company’s ability to provide such information to the Parent, and, if the Company is a party to any agreement that would prohibit the Company from providing such information to the Parent, prior to providing non-public information to, or engaging in discussions or negotiations with, the counterparty to such agreement, the Company will obtain approval from the counterparty to such agreement to allow the Company to provide such information to the Parent.
Notices to the Parent. The Company shall promptly (and in any event within one (1) Business Day) advise the Parent orally and in writing of the Company’s receipt of any Acquisition Proposal, including the material terms and conditions of any such Acquisition Proposal and the identity of the Person making any such Acquisition Proposal. Thereafter, the Company shall keep Parent reasonably informed on a reasonably prompt basis of any material developments with respect to any such Acquisition Proposal, including any material changes to the terms thereof. The Company shall promptly (and, in any event, within one (1) Business Day) provide Parent with copies of all written requests, proposals or offers, including proposed agreements, and oral summaries of any material oral requests, proposals or offers, received by or made to the Company from any Person or group making an Acquisition Proposal. The Company shall not enter into any confidentiality agreement subsequent to the date hereof which prohibits the Company from providing to Parent the information required to be provided to Parent pursuant to this Section 6.1(c).
Notices to the Parent. The Company shall promptly (and in any event within one (1) Business Day) advise the Parent orally, with written confirmation to follow, of the Company’s receipt of any written Acquisition Proposal, a summary of the material terms and conditions of any such Acquisition Proposal and the identity of the Person making any such Acquisition Proposal. The Company shall (i) keep the Parent reasonably informed of any material developments with respect to the status and material terms (including any change to the financial terms or any material change to the other material terms) of any such Acquisition Proposal and (ii) substantially contemporaneously with providing any information with respect to the Company or any of its Subsidiaries to a Person in connection with any such Acquisition Proposal, furnish a true, correct and complete copy of such information to the Parent. The Company agrees that it shall not, and shall not permit its Subsidiaries to, enter into after the date hereof any agreement that prohibits or restricts it from providing to the Parent the information contemplated by, or otherwise complying with, any provision in this Section 6.1.
Notices to the Parent. (i) Upon the Company’s receipt of any Acquisition Proposal, the Company shall promptly, and in any event within 24 hours, advise the Parent orally, with written confirmation to follow, of the Company’s receipt of such Acquisition Proposal, the material terms and conditions thereof and the identity of the Person making any such Acquisition Proposal, and shall provide to Parent a copy of such Acquisition Proposal and any amendments or modifications thereto, if in writing.
(ii) After receipt of any Acquisition Proposal, the Company shall (A) continue to keep the Parent informed, on a prompt (and in any event no later than 24 hours) basis, as to all material amendments thereto, and (B) promptly (and in any event no later than 24 hours) provide to the Parent a copy of all written non-public materials subsequently provided by the Company to the Person making such Acquisition Proposal in connection with such Acquisition Proposal (to the extent that the Company has not previously provided such materials to the Parent).
Notices to the Parent. The Company shall promptly (within one (1) Business Day) advise the Parent orally, with written confirmation to follow within such period, of the Company’s receipt of (i) any written Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal or (iii) any inquiry that would reasonably be expected to lead to any Acquisition Proposal, in each case, including the material terms and conditions of any such Acquisition Proposal, request or inquiry (unless such Acquisition Proposal is in written form, in which case the Company shall give Parent a copy thereof and any material amendments or modifications thereto), and the identity of the Person making any such Acquisition Proposal, request or inquiry.
Notices to the Parent. The Company shall within two (2) Business Days of the receipt of any written Acquisition Proposal (i) advise the Parent via written notice of the receipt of such Acquisition Proposal (with such notice including the material terms and conditions of such Acquisition Proposal); (ii) provide the Parent with a copy of any material documents or agreements provided to the Company by the Person making such Acquisition Proposal in contemplation of such Acquisition Proposal; and (iii) inform the Parent of the identity of such Person making any such Acquisition Proposal. The Company shall promptly provide the Parent any non-public information concerning the Company’s business, present or future performance, financial condition or results of operations provided to any Person making any such Acquisition Proposal in contemplation of such Acquisition Proposal that was not previously provided to the Parent. The Company shall keep the Parent reasonably informed on a prompt basis in all material respects of the status and details (including any change to the material terms and conditions) of any such Acquisition Proposal and shall promptly provide to the Parent a copy of any material amendments, supplements or modifications to any material documents or agreements provided to the Company by the Person making such Acquisition Proposal in contemplation of such Acquisition Proposal.
Notices to the Parent. The Company shall promptly (and in any event within one (1) Business Day) advise the Parent orally, with written confirmation to follow, of (i) the Company’s receipt of any written Acquisition Proposal, (ii) a summary of the material terms and conditions of any such Acquisition Proposal; (iii) all material written requests, proposals or offers (including any written documents containing material terms which relate to such requests, proposals or offers), including any proposed agreements and any material changes to the terms of the Acquisition Proposal, received by or made to the Company from any Person making an Acquisition Proposal; and (iv) the identity of the Person making any such Acquisition Proposal (unless, in the case of clause (iv), such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person that is in effect on the date of this Agreement).
Notices to the Parent. (i) Following expiration of the Go-Shop Period, the Company shall promptly (and in any event within two (2) Business Days following the expiration of the Go-Shop Period), advise the Parent in writing of the identity of each Qualified Person from whom the Company received a written Acquisition Proposal after the execution of this Agreement and prior to the expiration of the Go-Shop Period, which notice shall include copies of drafts of proposed agreements, term sheets or letters of intent related thereto provided to the Company or any of its Representatives and a summary of the material terms of all Acquisition Proposals by each Qualified Person that were not made in writing.
(ii) Following expiration of the Go-Shop Period, the Company shall as promptly as practicable (and in any event within two (2) Business Days) notify the Parent in writing (1) of the receipt of any Acquisition Proposal after the expiration of the Go-Shop Period, which notice shall include the identity of the Person(s) making, and a summary of the material terms of, such Acquisition Proposal and copies of drafts of proposed agreements, term sheets or letters of intent related thereto provided to the Company or any of its Representatives, and (2) of any material written change to the terms and conditions (including any written change to the amount, form or mix of consideration) of any such Acquisition Proposal described in clause (1) above (including, for the avoidance of doubt, any Acquisition Proposal involving a Qualified Person), including revised copies of drafts of proposed agreements, term sheets or letters of intent related thereto provided to the Company or any of its Representatives.
Notices to the Parent. Beginning on the date that is three (3) Business Days prior to the expiration of the Go-Shop Period or, if there is an Extended Go-Shop Period, the date that is three (3) Business Days prior to the expiration of Extended Go-Shop Period, the Company (i) shall advise the Parent orally and in writing of the receipt by the Company or any of its Subsidiaries, or any of its or their respective Representatives, of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations from a Qualified Go-Shop Party (including any Extended Go-Shop Party) regarding any Acquisition Proposal, specifying the material terms and conditions thereof and the identity of the Qualified Go-Shop Party (including any Extended Go-Shop Party) making the Acquisition Proposal or request, (ii) deliver to the Parent unredacted copies of all inquiries, proposals, offers and proposed transaction documents received by the Company or any of its Representatives from any such Qualified Go-Shop Party (including any Extended Go-Shop Party) or its Representatives relating to any such Acquisition Proposal, and (iii) advise the Parent orally or in writing of any material modifications to the financial or other material terms and conditions of such Acquisition Proposal, in each case on a current basis (and in any event within 24 hours following the Company’s receipt thereof).
Notices to the Parent. The Company shall as promptly as reasonably practicable (and in any event within 24 hours) advise the Parent following the Company’s receipt of any Acquisition Proposal or any request for information or inquiry, proposal or offer that the Company Board in good faith believes could reasonably be expected to lead to an Acquisition Proposal and the material terms and conditions of such Acquisition Proposal or inquiry, proposal or offer (including, if applicable, copies of any written requests, proposals or offers, including proposed term sheets and agreements relating thereto, and any subsequent amendments or modifications thereto) and the identity of the Person making any such Acquisition Proposal or inquiry, proposal or offer. Commencing upon the provision of any notice referred to in the previous sentence, the Company and its Representatives shall keep the Parent informed on a reasonably prompt basis as to any material developments with respect to any such Acquisition Proposal or inquiry, proposal or offer (and any subsequent material amendments or modifications thereto), and shall provide the Parent with a copy of any written correspondence, documents or agreements delivered to or by the Company or its Representatives that contain any material amendments thereto or any material change to the scope or material terms or conditions thereof (or, if not delivered in writing, a summary of any such material amendments or material changes).
