Common use of Notification of Acquisition Proposals Clause in Contracts

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours) after any director or executive officer of the Company becomes aware that the Company (or any of its agents or representatives) has received (1) any Acquisition Proposal from any Person, (2) any request for nonpublic information or inquiry from any Person that would reasonably be expected to lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Acquisition Proposal, the Company shall provide Parent with notice of such Acquisition Proposal, request or inquiry, including: (i) the material terms and conditions of such Acquisition Proposal, request or inquiry; (ii) the identity of the Person or group making any such Acquisition Proposal, request or inquiry; and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreement.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours1) If after any director or executive officer the date of this Agreement, the Company becomes aware that the Company (or any of its agents Subsidiaries receives any bona fide inquiry, proposal or representatives) has received (1) any Acquisition Proposal from any Person, (2) any request for nonpublic information offer that constitutes or inquiry from any Person that would could reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking request for copies of, access to, or disclosure of, confidential information relating to have discussions or negotiations with the Company relating or any Subsidiary in relation to a possible Acquisition Proposal, the Company (a) shall provide Parent with notice promptly notify the Purchaser, at first orally within 24 hours, and then, and in any event within 48 hours in writing, of such Acquisition Proposal, request or inquiry, including: proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request in writing; and (ib) may contact the material Person making such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or inquiry; request is, or may reasonably be expected to constitute or lead to, a Superior Proposal. (ii2) The Company shall keep the identity Purchaser reasonably informed on a prompt basis of the Person status of material developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or group making request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request or inquiry; and (iii) a copy shall provide to the Purchaser copies of all written materials provided material correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to the Company by or on behalf of such any Person or group in connection with making such Acquisition Proposal, request inquiry, proposal, offer or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As If the Company or any of its Subsidiaries or any of the Company Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal for the Company, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary in connection with an Acquisition Proposal for the Company, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, the Company shall promptly notify the Parent and the Purchaser, at first orally, and then as soon as practicable (and in any event no later than 48 hours) after any director or executive officer of the Company becomes aware that the Company (or any of its agents or representatives) has received (1) any Acquisition Proposal from any Personwithin 24 hours in writing, (2) any request for nonpublic information or inquiry from any Person that would reasonably be expected to lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Acquisition Proposal, the Company shall provide Parent with notice of such Acquisition ProposalProposal for the Company, request or inquiry, including: proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal for the Company, inquiry, proposal, offer or request, and shall provide the Parent and the Purchaser with copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons. The Company shall keep the Parent and the Purchaser fully informed on a current basis of the status of developments and (ito the extent permitted by Section 5.3) negotiations with respect to such Acquisition Proposal for the Company, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal for the Company, inquiry, proposal, offer or request and shall provide to the Purchaser 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 and conditions of such Acquisition Proposal, request or inquiry; (ii) correspondence communicated to the identity of the Person or group making any such Acquisition Proposal, request or inquiry; and (iii) a copy of all written materials provided Company by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of making any such Acquisition ProposalProposal for the Company, request inquiry, proposal, offer or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As If the Company or any of its Subsidiaries, or any of their respective Representatives, receives or becomes aware of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to, or that is otherwise in respect of, an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary in connection with any proposal that constitutes or could reasonably be expected to lead to, or that is otherwise in respect of, an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, the Company shall: (a) promptly notify the Purchaser, at first orally, and then as soon as practicable (and in any event no later than 48 within 24 hours) after in writing, of such Acquisition Proposal, inquiry, proposal, offer or request (whether or not in writing) received by the Company, or any director inquiry, proposal or executive officer of offer received by the Company becomes aware that the Company (constitutes or any of its agents or representatives) has received (1) any Acquisition Proposal from any Person, (2) any request for nonpublic information or inquiry from any Person that would could reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) any request received by the Company for non-public information relating to the Company in connection with an inquiry from Acquisition Proposal or for access to the properties, books or records of the Company by any Person seeking to have discussions or negotiations with that informs the Company relating to a possible that it is considering making an Acquisition Proposal, with such notification to include a description of its terms and conditions, the Company shall provide Parent identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and copies of all agreements and documents received in respect thereof, from or on behalf of any such Person; and (b) keep the Purchaser promptly and fully informed of the status of all developments and negotiations with notice of respect to such Acquisition Proposal, request or inquiry, including: (i) the material terms and conditions of such Acquisition Proposalproposal, request offer or inquiry; (ii) the identity of the Person request, including any changes, modifications or group making other amendments to any such Acquisition Proposal, request inquiry, proposal, offer or inquiry; request, and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given respond as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality AgreementPurchaser’s reasonable questions with respect thereto.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours1) after any director or executive officer of If the Company becomes aware that the Company (Corporation or any of its agents Subsidiaries or representatives) has received (1) any Acquisition Proposal from of their respective Representatives, receives or otherwise becomes aware of any Personinquiry proposal or offer that constitutes, (2) any request for nonpublic information or inquiry from any Person that would may reasonably be expected to constitute or lead to to, an Acquisition Proposal, or (3) an inquiry from any Person seeking to have discussions request for copies of, access to, or negotiations with the Company disclosure of, confidential information relating to a possible the Corporation or any of its Subsidiaries in connection with any proposal that constitutes, or may be reasonably expected to constitute or lead to, an Acquisition Proposal, including but not limited to information, access, or disclosure relating to its confidential information, properties, facilities and Books and Records, the Company Corporation shall provide Parent with notice promptly notify the Purchaser Parties, at first orally, and then promptly and in any event within twenty-four (24) hours in writing, of such Acquisition Proposal, request or inquiry, including: (i) the material proposal, offer or request, including a description of its terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of documents, correspondence or other material received in respect of, from or on behalf of any such Person. (2) The Corporation shall keep the Purchaser Parties reasonably informed of the status of material developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall promptly, and in any event within forty eight (48) hours, provide the Purchaser Parties copies of all written or electronic agreements or other documents containing terms or conditions of such Acquisition Proposal, request or inquiry; (ii) the identity of the Person or group making any such Acquisition Proposalall material written correspondence, request or inquiry; and (iii) a copy description of all written materials provided by material correspondence not in writing, relating to or on behalf of such Person or group in connection with such Acquisition Proposal, request inquiry, proposal, offer or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours1) If after any director or executive officer the date of this Agreement the Company becomes aware that the Company (Corporation or any of its agents Subsidiaries or representatives) has received (1) any Acquisition Proposal from of their respective Representatives receives or otherwise becomes aware of any Personinquiry, (2) any request for nonpublic information proposal or inquiry from any Person offer that would constitutes, or could reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking to have discussions request for copies of, access to, or negotiations with the Company disclosure of, confidential information relating to a possible the Corporation or any of its Subsidiaries (other than any such inquiry or request in occurring in the Ordinary Course and not reasonably believed to relate in any way to an Acquisition Proposal), including information, access or disclosure relating to the properties, facilities, books and records of the Corporation or any of its Subsidiaries, Joint Ventures or Investments, the Company Corporation: (a) shall provide Parent with notice promptly notify the Purchaser, at first orally, and then (and in any event within 24 hours following receipt) in writing, of such Acquisition Proposal, request or inquiry, including: proposal, offer or request, including material terms and conditions thereof and the identity of the Person making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all material documents, material correspondence and other materials received from or on behalf of such Person; and (ib) may contact the material Person making the Acquisition Proposal, inquiry, proposal, offer or request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or inquiry; request is, or would reasonably be expected to constitute or lead to, a Superior Proposal. (ii2) The Corporation shall keep the identity Purchaser fully informed on a current basis of the Person status of developments and (to the extent permitted under Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or group making request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request or inquiry; and (iii) a copy shall provide to the Purchaser copies of all written materials provided material or substantive correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence and documents sent or communicated to the Corporation by or on behalf of such any Person or group in connection with making such Acquisition Proposal, request inquiry, proposal, offer or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours) after any director or executive officer of If the Company becomes aware that the Company (or any of its agents Subsidiaries or representatives) has received (1) any Acquisition Proposal from of their respective Representatives receives or otherwise becomes aware of any Personinquiry, (2) any request for nonpublic information proposal or inquiry from any Person offer that would constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking request for copies of, access to, or disclosure of, confidential information relating to have discussions or negotiations with the Company relating to a possible Acquisition Proposalor any of its Subsidiaries, the Company (a) shall provide Parent with notice promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, request or inquiry, including: proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may request, and (ib) may contact the material Person making such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or inquiry; (ii) request is, or may reasonably be expected to constitute or lead to, a Superior Proposal. The Company shall keep the identity Purchaser fully informed on a current basis of the Person status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or group making request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request or inquiry; and (iii) a copy shall provide to the Purchaser copies of all written materials provided 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 by or on behalf to the Company in respect of such Person or group in connection with such Acquisition Proposal, request inquiry, proposal, offer or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours1) If after any director or executive officer the date of this Agreement, the Company becomes aware that the Company (or any of its agents Subsidiaries receives any inquiry, proposal or representatives) has received (1) any Acquisition Proposal from any Person, (2) any request for nonpublic information offer that constitutes or inquiry from any Person that would could reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking request for copies of, access to, or disclosure of, confidential information relating to have discussions or negotiations with the Company relating or any Subsidiary in relation to a possible Acquisition Proposal, the Company (a) shall provide Parent with notice promptly notify the Purchaser, at first orally within 24 hours, and then, and in any event within 48 hours in writing, of such Acquisition Proposal, request or inquiry, including: proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request in writing; and (ib) may contact the material Person making such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or inquiry; request is, or may reasonably be expected to constitute or lead to, a Superior Proposal. (ii2) The Company shall keep the identity Purchaser fully informed on a prompt basis of the Person status of material developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or group making request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request or inquiry; and (iii) a copy shall provide to the Purchaser copies of all written materials provided material correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to the Company by or on behalf of such any Person or group in connection with making such Acquisition Proposal, request inquiry, proposal, offer or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours1) after any director or executive officer of If the Company becomes aware that the Company (or any of its agents Subsidiaries or representatives) has received (1) any Acquisition Proposal from of their respective Representatives, receives, or otherwise becomes aware of any Personinquiry, (2) any request for nonpublic information proposal or inquiry from any Person offer that would constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) any request for copies of, access to, or disclosure of, confidential information that is made, or that may reasonably be perceived to be made, in connection with an inquiry from any Person seeking Acquisition Proposal, including but not limited to have discussions information, access, or negotiations with disclosure relating to the properties, facilities, books or records of the Company relating to a possible Acquisition Proposalor any of its Subsidiaries, the Company shall provide Parent with notice (i) immediately notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, request or inquiry, including: proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of any written Acquisition Proposal received in respect of, from or on behalf of any such Person and (iii) may contact the material Person making such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or inquiry; (ii) request is, or would reasonably be expected to lead to, a Superior Proposal. The Company shall keep the identity Purchaser reasonably informed on a current basis of the Person status of developments and (to the extent permitted by Section 5.3) negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or group making request, including any material changes, modifications or other amendments to any such Acquisition Proposal, request inquiry, proposal, offer or inquiry; and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in 1) If the Company or any event no later than 48 hours) after any director or executive officer of the Company Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that the Company (constitutes or any of its agents or representatives) has received (1) any Acquisition Proposal from any Person, (2) any request for nonpublic information or inquiry from any Person that would could reasonably be expected to lead to an Acquisition ProposalProposal for the Company, or (3) an inquiry from any Person seeking to have discussions request for copies of, access to, or negotiations with the Company disclosure of, confidential information relating to a possible Acquisition Proposalthe Company, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company, the Company shall provide Parent with notice of immediately notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of: (a) such Acquisition ProposalProposal for the Company, request or inquiry, including: (i) the proposal, offer or request, including a description of its material terms and conditions of such Acquisition Proposalconditions, request or inquiry; (ii) the identity of all Persons making the Person Acquisition Proposal for the Company, inquiry, proposal, offer or group making any such Acquisition Proposalrequest, request or inquiry; and (iii) a copy shall further provide the Purchaser with copies of all written materials provided by documents, correspondence or other material received in respect of, from or on behalf of any such Person or group in connection Person; and (b) the status of developments and negotiations with respect to such Acquisition ProposalProposal for the Company, request inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal for the Company, inquiry. The Company shall notify Parent, in writingproposal, offer or request. (2) If the Purchaser or any of the Purchaser Representatives, receives or otherwise becomes aware of any decision of its Board of Directors as inquiry, proposal or offer that constitutes or could reasonably be expected to whether lead to initially enter into discussions or negotiations concerning any an Acquisition Proposal for the Purchaser, or any request for copies of, access to, or disclosure of, confidential information relating to initially provide nonpublic information the Purchaser, including but not limited to information, access, or data disclosure relating to any Person concerning any Acquisition Proposalthe properties, which notice facilities, books or records of the Purchaser, the Purchaser shall be given as immediately notify the Company, at first orally, and then promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than within 24 hours after in writing, of: (a) such determination was reached and 24 hours prior to initially entering into any discussions Acquisition Proposal for the Purchaser, inquiry, proposal, offer or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects request, including a description of the status and its material terms and conditions, the identity of any such all Persons making the Acquisition ProposalProposal for the Purchaser, request inquiry, proposal, offer or inquiry (including any negotiations contemplated by Section 5.3(c)) request, and shall promptly further provide Parent a copy the Company with copies of all written materials subsequently provided todocuments, by correspondence or other material received in respect of, from or on behalf of any such Person or group in connection Person; and (b) the status of developments and negotiations with respect to such Acquisition ProposalProposal for the Purchaser, request inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal for the Purchaser, inquiry. Any notification , proposal, offer or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours) after any director or executive officer of If the Company becomes aware that the Company (or any of its agents Subsidiaries, or representatives) has received (1) its or their respective directors or executive officers, or, to the knowledge of the Company, any Acquisition Proposal from of their other respective Representatives, receives any Personinquiry, (2) any request for nonpublic information proposal or inquiry from any Person offer that would constitutes, or may reasonably be expected to constitute or lead to to, an Acquisition Proposal, or (3) an inquiry from any Person seeking request for copies of, access to, or disclosure of, confidential information relating to have discussions or negotiations with the Company or any of its Subsidiaries in connection with any proposal that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, including to information, access or disclosure relating to a possible Acquisition Proposalthe confidential information, properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company shall provide Parent with notice promptly notify the Purchaser, at first orally and then within twenty-four (24) hours in writing, of such Acquisition Proposal, request or inquiry, including: (i) the proposal, offer or request, including a description of its material terms and conditions, and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, which notice shall include a copy of the Acquisition Proposal if made in writing to the Company or any of its Subsidiaries or Representatives (including any other documents containing material terms or conditions of such Acquisition Proposal) and all material written correspondence relating thereto, and a written description of any such material terms or conditions and material correspondence not provided or made in writing. The Company shall keep the Purchaser reasonably informed on a reasonably current basis of the status of discussions and negotiations (to the extent such discussions and negotiations are permitted by Section 5.3) with respect to such Acquisition Proposal, inquiry, proposal, offer or request, and any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal or offer, and shall promptly, and in any event within twenty four (24) hours, provide to the Purchaser copies of all written or electronic agreements or other documents containing terms or conditions of such Acquisition Proposal, request or inquiry; (ii) the identity of the Person or group making any such Acquisition Proposalall material written correspondence, request or inquiry; and (iii) a copy description of all written materials provided by material correspondence not in writing, relating to or on behalf of such Person or group in connection with such Acquisition Proposal, request inquiry, proposal, offer or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in 1) If Hut or any event no later than 48 hours) after any director or executive officer of the Company becomes aware that the Company (Hut Subsidiary or any of its agents their respective Representatives receives or representatives) has received (1) any otherwise becomes aware of an Acquisition Proposal from or any Personinquiry, (2) any request for nonpublic information proposal or inquiry from any Person offer that would constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking to have discussions request for copies of, access to, or negotiations with the Company disclosure of, confidential information relating to a possible Hut or any Hut Subsidiary, in connection with an Acquisition Proposal, the Company Hut shall provide Parent with notice promptly notify USBTC, at first orally, and then within twenty-four (24) hours in writing, of such Acquisition Proposal, request or inquiry, includingproposal, offer or request, and shall provide USBTC with copies of all documents, material or correspondence or other material received in respect of, from or on behalf of any such persons and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as USBTC may reasonably request. Such notice shall include: (i) a description of the material terms and conditions of such Acquisition Proposal, request inquiry, proposal, offer or inquiryrequest; and (ii) the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request. Hut may contact the Person making such Acquisition Proposal, inquiry, proposal, offer or group request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or request is, or would reasonably be expected to lead to, a Superior Proposal. (2) Hut shall keep USBTC reasonably informed on a current basis of the status of material developments and the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to USBTC copies of all material or correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence communicated to Hut by or on behalf of any Person making any such Acquisition Proposal, request inquiry, proposal, offer or inquiry; and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.