Notification of Acquisition Proposals. If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the Company shall promptly notify the Purchaser, at first orally, and then 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 shall provide the Purchaser with copies of all documents, correspondence or other material (whether in writing or electronic form) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed of the status of developments and negotiations with respect to any Acquisition Proposal or any inquiry, proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal, 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 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, Arrangement Agreement (Dominion Diamond Corp)
Notification of Acquisition Proposals. If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the The Company shall promptly (and in any event within 24 hours) notify the PurchaserOfferor, at first orally, orally and then within 24 hours, 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 shall provide received by the Purchaser with copies of all documents, correspondence Company or other material its Representatives: (whether in writing or electronic formi) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed of the status of developments and negotiations with respect relating to any an Acquisition Proposal or any inquiry, proposal, offer potential Acquisition Proposal or request which may inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; (iii) for non-public information relating to the Company or the Company Subsidiary, access to properties, books, records or a list of Shareholders, Securityholders or a list of shareholders of the Company Subsidiary; (iv) for representation on the Board; or (v) any amendments to the foregoing. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of such proposal, inquiry, offer or request, copies of all written communications in respect of such proposal, inquiry, offer, or request, including any changesterm sheet, modifications summary or other amendments letter of intent or similar document (including drafts thereof) relating to any such Acquisition ProposalProposal or potential Acquisition Proposal and such other details of the proposal, inquiry, offer or request that the Offeror may reasonably request. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the terms, of such proposal, inquiry, offer or request and shall provide respond promptly to all inquiries by 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 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 Agreement (New Gold Inc. /FI), Acquisition Agreement (New Gold Inc. /FI)
Notification of Acquisition Proposals. If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the The Company shall promptly (and in any event within 24 hours) notify the PurchaserOfferor, at first orally, orally and then within 24 hours, 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 shall provide received by the Purchaser with copies of all documents, correspondence Company or other material its Representatives: (whether in writing or electronic formi) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed of the status of developments and negotiations with respect relating to any an Acquisition Proposal or any inquiry, proposal, offer potential Acquisition Proposal or request which may inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; (iii) for non-public information relating to the Company or any Company Subsidiary, access to properties, books, records or a list of Shareholders, Securityholders or a list of shareholders of any Company Subsidiary; (iv) for representation on the Board; or (v) any material amendments to the foregoing. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of such proposal, inquiry, offer or request, copies of all written communications in respect of such proposal, inquiry, offer, or request, including any changesterm sheet, modifications summary or other amendments letter of intent or similar document (including drafts thereof) relating to any such Acquisition ProposalProposal or potential Acquisition Proposal and such other details of the proposal, inquiry, offer or request that the Offeror may reasonably request. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall provide respond promptly to all inquiries by 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 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 1 contract
Notification of Acquisition Proposals. If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the The Company shall promptly (and in any event within 24 hours) notify the PurchaserOfferor, at first orally, orally and then within 24 hours, 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 shall provide received by the Purchaser with copies of all documents, correspondence Company or other material its Representatives: (whether in writing or electronic formi) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed of the status of developments and negotiations with respect relating to any an Acquisition Proposal or any inquiry, proposal, offer potential Acquisition Proposal or request which may inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; (iii) for non-public information relating to the Company, access to properties, books, records or a list of Shareholders, Securityholders; (iv) for representation on the Board; or (v) any material amendments to the foregoing. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of such proposal, inquiry, offer or request, copies of all written communications in respect of such proposal, inquiry, offer, or request, including any changesterm sheet, modifications summary or other amendments letter of intent or similar document (including drafts thereof) relating to any such Acquisition ProposalProposal or potential Acquisition Proposal and such other details of the proposal, inquiry, offer or request that the Offeror may reasonably request. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall provide respond promptly to all inquiries by 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 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 1 contract
Notification of Acquisition Proposals. If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, subsidiaries or any of their respective Representatives, receives, 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, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiarysubsidiary in connection with such an Acquisition Proposal, the Company shall promptly immediately notify the Purchaser, Acquiror (at first orally, orally and then promptly and in any event within 24 hours, hours in writing, ) of such Acquisition Proposal, inquiry, proposal, offer or request, including . Such notice shall include a description of its material terms and conditions, conditions of such Acquisition Proposal or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer Proposal or request and shall provide the Purchaser Acquiror with copies of all written documents, correspondence or other material (whether in writing or electronic form) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly Acquiror fully informed on a current basis of the status of material or substantive developments and (to the extent the Company is permitted by Section 6.3 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 may reasonably be expected to lead to an Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request request, including any changes, modifications or other amendments thereto, and shall provide to the Purchaser Acquiror 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 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 (International Barrier Technology Inc)
Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives, receives, 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, or any request for copies of, access to, or disclosure of, confidential information relating to the Company Company, including but not limited to information, access, or any Subsidiarydisclosure relating to the properties, facilities, books or records of the Company, the Company 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, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request request, and shall provide the Purchaser with copies of all written documents, correspondence or other material (whether in writing or electronic form) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly 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 Proposal, inquiry, proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposalrequest, including any changes, modifications or other amendments to any such Acquisition Proposal, 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 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 (Transatlantic Petroleum Ltd.)
Notification of Acquisition Proposals. If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the Company (a) Fission shall promptly (and in any event within 24 hours) notify the PurchaserXxxxxxx, at first orally, verbally and then within 24 hours, 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 shall provide the Purchaser with copies of all documents, correspondence received by Fission or other material its Representatives:
(whether in writing or electronic formi) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed of the status of developments and negotiations with respect relating to any an Acquisition Proposal that could reasonably lead or any inquiry, proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposal (a “Potential Acquisition Proposal”);
(ii) for discussions or negotiations in respect of an Acquisition Proposal or Potential Acquisition Proposal;
(iii) for non-public information relating to Fission, access to properties, books, records or a list of Fission Shareholders;
(iv) for representation on the Fission Board; or
(v) for any material amendments to the foregoing.
(b) Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of such proposal, inquiry, offer or request, copies of all written communications in respect of such proposal, inquiry, offer, or request, including any changesterm sheet, modifications summary or other amendments letter of intent or similar document (including drafts of any term sheet, summary or letter of intent or similar document) relating to any such Acquisition ProposalProposal or Potential Acquisition Proposal and such other details of the proposal, inquiry, offer or request that Xxxxxxx may reasonably request. Fission shall keep Xxxxxxx promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall provide respond promptly 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 of such correspondence sent or communicated to the Company inquiries by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestXxxxxxx with respect thereto.
Appears in 1 contract
Notification of Acquisition Proposals. If If, after the date of this Agreement, the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, or any of their respective Representatives, receives, Representatives receives any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiaryof its Subsidiaries, the Company shall promptly notify the Purchaser, at first orally, and then within 24 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 shall provide the Purchaser with copies of all documents, correspondence or other material (whether in writing or electronic form) received in respect of, from or on behalf a copy of any written Acquisition Proposal and such Personother information regarding any Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request. The Company shall keep the Purchaser promptly 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 Proposal, inquiry, proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposalrequest, including any changes, modifications or other amendments to any such Acquisition Proposal, 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 of such correspondence sent or communicated to the Company by or on behalf of any Person making other information regarding any such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request.
Appears in 1 contract
Samples: Arrangement Agreement
Notification of Acquisition Proposals. If The Company shall promptly (and in any event within 24 hours) notify the Acquiror, at first orally and then in writing, of any proposal, inquiry, offer or request received by the Company or any of its Subsidiaries receives, or, Representatives: (i) relating to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal an Acquisition Proposal or offer potential Acquisition Proposal or inquiry that constitutes could reasonably lead or may reasonably be expected to constitute or lead to an Acquisition Proposal, ; (ii) for discussions or any request negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; (iii) for copies of, access to, or disclosure of, confidential non-public information relating to the Company or any Subsidiary, access to properties, books, records or a list of Shareholders, Securityholders or a list of securityholders of any Subsidiary; (iv) for representation on the Company Board; or (v) for any material amendments to the foregoing. Such notice shall promptly notify include the Purchaser, at first orally, and then within 24 hours, in writing, identity of the person making such Acquisition Proposalproposal, inquiry, proposal, offer or request, including a description of its material the terms and conditions, the identity conditions of all Persons making the Acquisition Proposalsuch proposal, inquiry, offer or request, copies of all written communications in respect of such proposal, inquiry, offer, or request, including any term sheet, summary or letter of intent or similar document (including drafts thereof) relating to such Acquisition Proposal or potential Acquisition Proposal and such other details of the proposal, inquiry, offer or request that the Acquiror may reasonably request. The Company shall keep the Acquiror promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall provide respond promptly to all inquiries by the Purchaser with copies of all documents, correspondence or other material (whether in writing or electronic form) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed of the status of developments and negotiations Acquiror with respect to any Acquisition Proposal or any inquiry, proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal, 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 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 requestthereto.
Appears in 1 contract
Samples: Arrangement Agreement
Notification of Acquisition Proposals. If From and after the date of this Agreement, the Company shall promptly (but, in any event within 24 hours) notify the Acquiror, at first orally and then in writing, of any proposal, inquiry, offer, expression of interest or request relating to or constituting an Acquisition Proposal or which could reasonably be expected to result in an Acquisition Proposal, any request for discussions or negotiations or any request for non-public information relating to the Company or any of its Subsidiaries receives, or, or for access to the knowledge properties, books or records (including any request for a list of securityholders) of the Company, Company or any of their respective its Subsidiaries received by the Company’s or any of its Subsidiaries’ Representatives, receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies representation on the Board, or any amendments to the foregoing. Such notice shall include a description of the terms and conditions of, access toand the identity of the Person making, or disclosure of, confidential information relating to the Company or any Subsidiary, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposalproposal, inquiry, proposal, offer or request, including a description and such other details of its material terms and conditions, the identity of all Persons making the Acquisition Proposalproposal, inquiry, proposal, offer or request known to the Company as the Acquiror may reasonably request, and shall provide the Purchaser with include copies of all documents, correspondence or other material (whether in writing or electronic form) received in respect of, from or on behalf of any such Personproposal, inquiry, offer or request (including all correspondence related thereto), or any amendment to any of the foregoing. The Company shall keep the Purchaser Acquiror promptly and fully informed of the status of developments and negotiations with respect to any Acquisition Proposal or any inquiry, such proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal, 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 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, or any amendment to the foregoing (including any changes to the price offered or any other material terms), and will respond promptly to all inquiries by the Acquiror with respect thereto.
Appears in 1 contract
Notification of Acquisition Proposals. If the The Company shall promptly provide notice to Hudbay of any Acquisition Proposal or any of its Subsidiaries receivesproposal, or, to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal inquiry or offer that constitutes or may reasonably be expected to constitute or could lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential non-public information relating to the Company or any of its Subsidiaries or any request to engage in discussions or negotiations with the Company in connection with an Acquisition Proposal or request for access to the properties, books or records of the Company or any Subsidiary, in each case received on or after the date hereof, by the Company or any of its Subsidiaries, or any of its or their Representatives. Such notice to Hudbay shall promptly notify the Purchaserbe made, at from time to time, first orally, immediately orally and then promptly (and in any event within 24 hours, in writing, hours of such Acquisition Proposal, proposal, inquiry, offer, or request) in writing and shall indicate the identity of the Person or group of Persons making such proposal, inquiry or contact, all terms and conditions thereof (including the Company's valuation of any non-cash consideration) and such other details of such Acquisition Proposal, proposal, offer inquiry, offer, or requestrequest known to the Company, including a description and shall include copies of its material terms and conditions, the identity of all Persons making the any such Acquisition Proposal, proposal, inquiry, proposal, offer or request and shall provide the Purchaser with copies all written communications (and a summary of all documents, correspondence or other material (whether in writing or electronic formdiscussions) received in respect of, from or on behalf of any such Personrelated thereto. The Company shall keep the Purchaser Hudbay promptly and fully informed of the status of developments and negotiations with respect to any Acquisition Proposal or any inquiry, proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposalstatus, including any material changes, modifications or other amendments to the terms of any such Acquisition Proposal, proposal, inquiry, proposaloffer, offer inquiry or request and shall provide will respond promptly 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 of such correspondence sent or communicated to the Company inquiries by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestHudbay with respect thereto.
Appears in 1 contract