Common use of Notification of Acquisition Proposals Clause in Contracts

Notification of Acquisition Proposals. (1) If the Company or any of their respective Representatives, receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could reasonably be expected to lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company, the Company will immediately notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, 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 will provide the Purchaser, with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Company will keep the Purchaser and Bridgeway informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, or any inquiry, proposal, offer or request which could reasonably be expected to lead to or result in an Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and will provide to the Purchaser, Bridgeway and their counsel 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 the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 2 contracts

Samples: Arrangement Agreement (Bridgeway National Corp.), Arrangement Agreement

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Notification of Acquisition Proposals. (1) If the Company or the Subsidiary receives, or, any of their respective RepresentativesRepresentatives receives, receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or the Subsidiary in connection with an relation to a possible Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company, the Company will immediately shall promptly notify the Purchaser, at first orally, and then promptly and in any event within 24 hours hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and will provide the Purchaser, with unredacted copies of all written documents, material or substantive documents or material correspondence or other material received in respect of, from or on behalf of any such Person. The Company will shall keep the Purchaser promptly and Bridgeway reasonably informed on a current basis of the status of material developments and (and, to the extent the Company is permitted by Section 5.3) 5.3 to enter into discussions or negotiations, the status of discussions and negotiations with respect to any Acquisition Proposal, or any inquiry, proposal, offer or request which could reasonably be expected to lead to or result in an Acquisition Proposalrequest, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and will promptly provide to the Purchaser, Bridgeway and their counsel unredacted copies of all material or substantive documents or material 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 between the Company by or on behalf of any Person and its representatives and the party making any such the Acquisition Proposal, inquiry, proposal, offer or requestProposal and its representatives.

Appears in 2 contracts

Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)

Notification of Acquisition Proposals. (1) If the Company Corporation or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could would reasonably be expected to lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company Corporation or any of its Subsidiaries in connection with any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the CompanyCorporation or any of its Subsidiaries, the Company will immediately Corporation shall: (a) promptly notify the Purchaser, at first orally, and then promptly as soon as practicable (and in any event within 24 hours hours) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons the Person making the Acquisition Proposal, inquiry, proposal, offer or request, and will provide the Purchaser, with copies of all written agreements and substantive documents, correspondence or and other material materials received in respect ofthereof, from or on behalf of any such Person. The Company will ; and (b) keep the Purchaser promptly and Bridgeway reasonably informed on a current basis of the status of all developments (including the timing of meetings of Corporation’s Board or any committee thereof with respect thereto) and (to the extent permitted by Section 5.3) negotiations with respect to any such Acquisition Proposal, or any inquiry, proposal, offer or request which could reasonably be expected to lead to or result in an Acquisition Proposalrequest, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and will provide to the Purchaser, Bridgeway and their counsel copies within 24 hours of all material or substantive correspondence if in writing or electronic formreceipt thereof, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated shall respond as promptly as practicable to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestPurchaser’s reasonable questions with respect thereto.

Appears in 2 contracts

Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)

Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company in connection with an Acquisition Proposalor any Subsidiary, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the CompanyCompany or any Subsidiary, the Company will shall immediately notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, 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 will shall provide the Purchaser, Purchaser with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Company will shall keep the Purchaser and Bridgeway fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, or any inquiry, proposal, offer or request which could reasonably be expected to lead to or result in an Acquisition Proposalrequest, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and will shall provide to the Purchaser, Bridgeway and their counsel 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 of such correspondence sent or communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 2 contracts

Samples: Arrangement Agreement (Cnooc LTD), Arrangement Agreement (Nexen Inc)

Notification of Acquisition Proposals. (1) If From and after the Company or any date of their respective Representatives, receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could reasonably be expected to lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Companythis Agreement, the Company will immediately notify the Purchaser, at first orally, and then shall promptly (and in any event within 24 hours hours) notify the Offeror, at first orally and then in writing, of such Acquisition Proposalany proposal, inquiry, 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 will provide the Purchaser, with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Company will keep the Purchaser and Bridgeway informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, or any inquiry, proposal, offer or request (or any amendment thereto) (a) constituting, relating to, or which could reasonably be expected to lead to or result in to, an Acquisition Proposal, including any changes(b) for discussions or negotiations relating to, modifications or other amendments which could reasonably be expected to any such lead to, an Acquisition Proposal, or (c) for non-public information relating to the Company, any Company Subsidiary, Mineral Right or Property, for access to properties, books and records of the Company or any Company Subsidiary or for a list of Shareholders, in each case, of which the Company or its Representatives is or becomes aware. Such notice shall include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry, offer or request, (including any amendment thereto) and all written communications with such person, and shall include copies of any such proposal, inquiry, offer or request (or any amendment to any of the foregoing). The Company shall also provide such other details of the proposal, inquiry, offer or request (or any amendment to the foregoing) as the Offeror may request, acting reasonably. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will provide to the Purchaser, Bridgeway Offeror promptly all written communications with such person and their counsel copies of will respond promptly to all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of inquiries by the material terms of such correspondence sent or communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestOfferor with respect thereto.

Appears in 2 contracts

Samples: Acquisition Support Agreement (CRCC-Tongguan Investment Co., Ltd.), Acquisition Support Agreement (Corriente Resources Inc.)

Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of their respective Representatives, Representatives receives or otherwise becomes aware of any written or oral inquiry, proposal proposal, request or offer that constitutes or could reasonably be expected to lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries outside of the Ordinary Course and not reasonably believed to relate in connection with any way to an Acquisition Proposal, including but not limited to information, access, access or disclosure relating to the assets, properties, facilities, books or records of the CompanyCompany or any of its Subsidiaries, the Company will immediately shall promptly (and in any event within 24 hours of the receipt thereof) notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of such inquiry, proposal, request or offer, including a description of its material terms and conditions, and the identity of all Persons making the inquiry, proposal, request or offer, and shall provide the Purchaser with copies of all written agreements, documents in respect of such inquiry, proposal, request or offer Acquisition Proposal, as well as all substantive or material correspondence or other material received from or behalf of, or sent to any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably 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 will provide the Purchaser, with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Company will shall keep the Purchaser and Bridgeway fully informed on a reasonably current basis of the status of developments and (and, to the extent permitted by Section 5.3) , discussions and negotiations with respect to any Acquisition Proposal, or any such inquiry, proposal, offer request or request which could reasonably be expected to lead to or result in an Acquisition Proposaloffer, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer request or request and will provide to the Purchaser, Bridgeway and their counsel 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 the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestoffer.

Appears in 1 contract

Samples: Arrangement Agreement

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Notification of Acquisition Proposals. (1a) If Target or any of the Company Target Subsidiaries or any of their respective Representatives, Representatives receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to Target or any of the Company in connection with an Acquisition ProposalTarget Subsidiaries, including but not limited to information, access, access or disclosure relating to the properties, facilities, books or records of Target or any of the CompanyTarget Subsidiaries, the Company will immediately Target shall promptly notify the PurchaserAcquirer, at first orally, and then promptly and in any event within 24 hours in writing, of of: (i) such Acquisition Proposal, inquiry, 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 will provide the Purchaser, with copies of all written material documents, correspondence or other material materials received in respect of, from or on behalf of any such Person. The Company will keep ; and (ii) from time to time as reasonably required in the Purchaser and Bridgeway informed circumstances, to provide Acquirer with updates on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any such Acquisition Proposal, or any inquiry, proposal, offer or request which could reasonably be expected to lead to or result in an Acquisition Proposalrequest, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and will shall provide to the Purchaser, Bridgeway and their counsel Acquirer copies of all material documents, correspondence or substantive correspondence if in writing or electronic formother materials received, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Company Target by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 1 contract

Samples: Merger Agreement (Aura Minerals Inc.)

Notification of Acquisition Proposals. (1) If the Company Corporation or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company in connection with Corporation or any of its Subsidiaries 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 the properties, facilities, books or records facilities and Books and Records of the CompanyCorporation or any of its Subsidiaries, the Company will immediately Corporation shall promptly notify the Purchaser, at first orally, and then promptly promptly, and in any event within 24 hours hours, in writing, of such Acquisition Proposal, inquiry, 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 will provide the Purchaser, with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. . (2) The Company will Corporation shall keep the Purchaser and Bridgeway fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any such Acquisition Proposal, or any inquiry, proposal, offer or request which could reasonably be expected to lead to or result in an Acquisition Proposalrequest, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and will shall provide to the Purchaser, Bridgeway and their counsel 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 of such correspondence sent or communicated communication to the Company Corporation by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 1 contract

Samples: Arrangement Agreement (Viavi Solutions Inc.)

Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to or result in an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company in connection with an Acquisition Proposalor any Subsidiary, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the CompanyCompany or any Subsidiary, the Company will immediately shall promptly notify the Purchaser, at first orally, and then promptly as soon as practicable and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, 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 will shall provide the Purchaser, 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 Person. The Company will shall keep the Purchaser and Bridgeway fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, or any inquiry, proposal, offer or request which could reasonably be expected to lead to or result in an Acquisition Proposalrequest, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and will shall provide to the Purchaser, Bridgeway and their counsel 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 of such correspondence sent or communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 1 contract

Samples: Arrangement Agreement (SG Enterprises, II LLC)

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