Common use of Notification of Acquisition Proposals Clause in Contracts

Notification of Acquisition Proposals. If a Party or any of its Representatives receives an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary in connection with such an Acquisition Proposal, inquiry, proposal or offer, such Party shall as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request and such Party shall provide the other Party with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such person. The Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 3 contracts

Samples: Arrangement Agreement (SSR Mining Inc.), Arrangement Agreement, Arrangement Agreement

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Notification of Acquisition Proposals. If a Party Norbord or any of its subsidiaries or, to the knowledge of Norbord, or any of their respective Representatives receives an Acquisition Proposal or otherwise becomes aware of any inquiry, proposal or offer that could constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal with respect to Norbord after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party Norbord or any subsidiary in connection with such an Acquisition Proposal, inquiry, proposal or offer, such Party Norbord shall as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party West Fraser (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of the its material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons Persons making the Acquisition Proposal, Proposal inquiry, proposal, offer or request and such Party shall will provide the other Party West Fraser with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such personPersons. The Party receiving the Acquisition Proposal, inquiry, proposal, offer or request Norbord shall keep the other Party West Fraser promptly and fully informed on a current basis of the status of material or substantive developments and (to the extent such Party Norbord is permitted by Section 7.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiryincluding any material changes, proposalmodifications or other amendments to such Acquisition Proposal or request, offer or request and shall promptly provide the other Party with to West Fraser copies of all material or substantive documents and correspondence (if not delivered in writing or electronic form, and if not in writing or electronic form, then by way of a description of the material terms of such correspondence sent or communicated to such Party by communicated), received in respect of, from or on behalf of any person making any Person in connection with such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 3 contracts

Samples: Arrangement Agreement (Norbord Inc.), Arrangement Agreement (Norbord Inc.), Arrangement Agreement

Notification of Acquisition Proposals. (1) If a Party or any of its Representatives receives an Acquisition Proposal Subsidiaries or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that could constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal after the date of this AgreementProposal, or any request for copies of, access to, or disclosure of, confidential information relating that is made, or that may reasonably be perceived to such Party or any subsidiary be made, in connection with such an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offeroffer (the “Notified Party”) shall immediately notify the other Party, such Party shall as soon as practicable at first orally, and then promptly and in any event within 24 48 hours of the receipt thereof notify the other Party (at first orally and then in writing) , of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include , including a description of the its material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons Persons making the Acquisition Proposal, inquiry, proposal, offer or request request, and such Party shall provide the other Party with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such personPerson. The Notified Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 to enter into discussions or negotiations), the status of discussions and 5.3) negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide the request, including any changes, modifications or other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated amendments to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 3 contracts

Samples: Arrangement Agreement, Arrangement Agreement, Arrangement Agreement

Notification of Acquisition Proposals. If a Party or any of its Representatives receives an Acquisition Proposal or any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary Subsidiary in connection with such an Acquisition Proposal, inquiry, proposal or offer, such Party shall as soon as practicable and in any event within 24 twenty four (24) hours of the receipt thereof notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request and such Party shall provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such personperson or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 5.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or requestrequest or change thereof.

Appears in 2 contracts

Samples: Arrangement Agreement (Engine Gaming & Media, Inc.), Arrangement Agreement (GameSquare Esports Inc)

Notification of Acquisition Proposals. If a Party or any of its Representatives receives an Acquisition Proposal subsidiaries or any inquiryof their respective Representatives, proposal or offer that could reasonably be expected to lead to receives an Acquisition Proposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary in connection with such an Acquisition Proposal, inquiry, proposal or offer, such Party shall as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer Proposal or request. Such notice shall include a description of the its material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer Proposal or request and the identity of all persons Persons making the Acquisition Proposal, inquiry, proposal, offer Proposal or request and such Party shall provide the other Party with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such personPerson. The Party receiving the Acquisition Proposal, inquiry, proposal, offer or request Proposal shall keep the other Party fully informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 or 7.4 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request Proposal and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 2 contracts

Samples: Arrangement Agreement (Mountain Province Diamonds Inc.), Arrangement Agreement (Mountain Province Diamonds Inc.)

Notification of Acquisition Proposals. If a Party or any of its Representatives receives an Acquisition Proposal or any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary Subsidiary in connection with such an Acquisition Proposal, inquiry, proposal or offer, such Party shall as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request and such Party shall provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such personperson or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 5.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or requestrequest or change thereof.

Appears in 2 contracts

Samples: Arrangement Agreement (Tilray, Inc.), Arrangement Agreement (Aphria Inc.)

Notification of Acquisition Proposals. If a Party the Corporation or any of its Representatives subsidiaries or any of their respective Representatives, receives an Acquisition Proposal or otherwise becomes aware of any inquiry, proposal or offer that could constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal after the date of this AgreementProposal, or any request for copies of, access to, or disclosure of, confidential information relating to such Party the Corporation or any subsidiary in connection with such an Acquisition Proposal, inquiryincluding but not limited to information, proposal access, or offerdisclosure relating to the properties, such Party facilities, books or records of the Corporation or any subsidiary, the Corporation shall as soon as practicable promptly (and in any event within 24 hours of the receipt thereof hours) notify the other Party (Acquiror, at first orally and then as soon as practicable (and in any event within 24 hours) in writing) , of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include , including a description of the its material terms and conditions conditions, and, unless and only to the extent prohibited by any confidentiality agreement or applicable provisions entered into by the Corporation prior to the date hereof, shall provide the Acquiror the identity of such person making such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request and such Party shall provide the other Party with copies of all material written documents, material or substantive correspondence or other material received (and, if not in writing or electronic form, a description of the material terms thereof) in respect of, from or on behalf of any such person. The Party receiving Corporation shall keep the Acquiror reasonably informed of the status of developments and (to the extent permitted by Section 6.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed following a change of status as soon as practicable but not less than on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or requestdaily basis.

Appears in 1 contract

Samples: Arrangement Agreement (Cynapsus Therapeutics Inc.)

Notification of Acquisition Proposals. If a Party or any of its Representatives Subsidiaries or any of their respective Representatives, receives an Acquisition Proposal or otherwise becomes aware of any inquiry, proposal proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal after the date of this AgreementProposal, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary of its Subsidiaries in connection with such any inquiry, proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, including information, access, or disclosure relating to any properties, facilities, books or records or other documents of such Party or any of its Subsidiaries, such Party: (a) may: (i) communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal, expression or offer made by such Person; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making such inquiry, proposal, expression or offer that the Xxxxxxxx Board or Agnico Board, as applicable, has determined that such inquiry, proposal or offeroffer does not constitute, such Party or is not reasonably expected to constitute or lead to, a Superior Proposal; (b) shall promptly (at first orally and then as soon as practicable thereafter in writing), and in any event within 24 hours of the receipt thereof thereof, notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, expression, offer or request. Such notice shall include , including a description of the its material terms and conditions of such Acquisition Proposalconditions, inquiry, proposal, offer or request and the identity of all persons Persons making the Acquisition Proposal, inquiry, proposal, offer or request request, and such Party shall provide the other Party with copies of all written agreements, documents, material or substantive correspondence or and other material materials received in respect ofthereof, from or on behalf of any such person. The Person; and (c) shall keep the other Party receiving fully informed on a current basis (including promptly upon request of the other Party) of the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, expression, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 to enter into such discussions or negotiationsnegotiations in accordance with this Article 5), the status of discussions and negotiations with respect including by: (i) identifying all material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, expression, offer or request request; and shall provide the other Party with (ii) providing copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person Person making any such Acquisition Proposal, inquiry, proposal, expression, offer or request.

Appears in 1 contract

Samples: Merger Agreement (Kirkland Lake Gold Ltd.)

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Notification of Acquisition Proposals. If a Party or any of its Representatives Subsidiaries or any of their respective Representatives, receives an Acquisition Proposal or otherwise becomes aware of any inquiry, proposal or proposal, expressionor offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal after the date of this AgreementProposal, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary of its Subsidiaries in connection with such any inquiry, proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, including information, access, or disclosure relating to any properties, facilities, books or records or other documents of such Party or any of its Subsidiaries, such Party: (a) may: (i) communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal, expression or offer made by such Person; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making such inquiry, proposal, expression or offer that the Xxxxxxxx Board or Agnico Board, as applicable, has determined that such inquiry, proposal or offeroffer does not constitute, such Party or is not reasonably expected to constitute or lead to, a Superior Proposal; (b) shall promptly (at first orally and then as soon as practicable thereafter in writing), and in any event within 24 hours of the receipt thereof thereof, notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, expression, offer or request. Such notice shall include , including a description of the its material terms and conditions of such Acquisition Proposalconditions, inquiry, proposal, offer or request and the identity of all persons Persons making the Acquisition Proposal, inquiry, proposal, offer or request request, and such Party shall provide the other Party with copies of all written agreements, documents, material or substantive correspondence or and other material materials received in respect ofthereof, from or on behalf of any such person. The Person; and (c) shall keep the other Party receiving fully informed on a current basis (including promptly upon request of the other Party) of the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, expression, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 to enter into such discussions or negotiationsnegotiations in accordance with this Article 5), the status of discussions and negotiations with respect including by: (i) identifying all material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, expression, offer or request request; and shall provide the other Party with (ii) providing copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to communicatedto such Party by or on behalf of any person Person making any such Acquisition Proposal, inquiry, proposal, expression, offer or request.

Appears in 1 contract

Samples: Merger Agreement

Notification of Acquisition Proposals. If a Party the Company or any of the Company Subsidiaries or any of its or their respective Affiliates or Representatives receives an Acquisition Proposal or otherwise become aware of any written or oral inquiry, proposal proposal, request for information or offer that could constitutes, contemplates or may reasonably be expected to constitute or lead to an Acquisition Proposal after the date of this AgreementProposal, or any request for copies of, access to, or disclosure of, confidential information relating to such Party the Company or any subsidiary Subsidiary in connection with such an relation to a possible Acquisition Proposal, inquirythe Company shall promptly notify Parent and Parent’s Counsel, proposal or offer, such Party shall as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party (at first orally orally, and then within twenty-four (24) hours, in writing) , of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include , a description of the its material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons Persons making the Acquisition Proposal, inquiry, proposal, offer or request and such Party shall provide the other Party with unredacted copies of all written material or substantive documents, correspondence or other material media (whether or not electronic) received in respect of, from or on behalf of any such personPerson. The Party receiving Company shall keep Parent promptly and fully informed on a reasonably current basis of the status, the terms of any discussions or negotiations (to the extent such discussions and negotiations are permitted by Section 5.3) and any developments and discussions relating to any Acquisition ProposalProposal (including any financing commitments related thereto), inquiry, proposal, offer or request shall keep the request, including any changes, modifications or other Party informed on a current basis of the status of material amendments to or substantive developments and (to the extent such Party is permitted by Section 7.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect relating to any such Acquisition Proposal, inquiry, proposal, offer or request and shall promptly provide the other Party with to Parent unredacted copies of all material documents, correspondence or substantive correspondence media if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person between the Company and its Representatives and the Person making any such Acquisition Proposal, inquiry, proposal, offer or requestrequest and its Representatives.

Appears in 1 contract

Samples: Arrangement Agreement (BELLUS Health Inc.)

Notification of Acquisition Proposals. If a Party or any of its Representatives Subsidiaries or any of their respective Representatives, receives an Acquisition Proposal or otherwise becomes aware of any inquiry, proposal proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal after the date of this AgreementProposal, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary of its Subsidiaries in connection with such any inquiry, proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, including information, access, or disclosure relating to any properties, facilities, books or records or other documents of such Party or any of its Subsidiaries, such Party: (a) may: (i) communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal, expression or offer made by such Person; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making such inquiry, proposal, expression or offer that the Kxxxxxxx Board or Agnico Board, as applicable, has determined that such inquiry, proposal or offeroffer does not constitute, such Party or is not reasonably expected to constitute or lead to, a Superior Proposal; (b) shall promptly (at first orally and then as soon as practicable thereafter in writing), and in any event within 24 hours of the receipt thereof thereof, notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, expression, offer or request. Such notice shall include , including a description of the its material terms and conditions of such Acquisition Proposalconditions, inquiry, proposal, offer or request and the identity of all persons Persons making the Acquisition Proposal, inquiry, proposal, offer or request request, and such Party shall provide the other Party with copies of all written agreements, documents, material or substantive correspondence or and other material materials received in respect ofthereof, from or on behalf of any such person. The Person; and (c) shall keep the other Party receiving fully informed on a current basis (including promptly upon request of the other Party) of the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, expression, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 to enter into such discussions or negotiationsnegotiations in accordance with this Article 5), the status of discussions and negotiations with respect including by: (i) identifying all material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, expression, offer or request request; and shall provide the other Party with (ii) providing copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person Person making any such Acquisition Proposal, inquiry, proposal, expression, offer or request.

Appears in 1 contract

Samples: Merger Agreement (Agnico Eagle Mines LTD)

Notification of Acquisition Proposals. If a Party or any of its Representatives receives an Acquisition Proposal or any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary Subsidiary in connection with such an Acquisition Proposal, inquiry, proposal or offer, such Party shall as soon as practicable and in any event within 24 twenty four (24) hours of the receipt thereof notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request and such Party shall provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such personperson or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 5.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or requestrequest or change thereof.

Appears in 1 contract

Samples: Arrangement Agreement (Skye Bioscience, Inc.)

Notification of Acquisition Proposals. If a Party or any of its Representatives receives an Acquisition Proposal or any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary Subsidiary in connection with such an Acquisition Proposal, inquiry, proposal or offer, such Party shall as soon as practicable and in any event within 24 twenty four (24) hours of the receipt thereof notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request and such Party shall provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such personperson or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 5.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request.request or change thereof.‌

Appears in 1 contract

Samples: Arrangement Agreement

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