Common use of Notification of Acquisition Proposals Clause in Contracts

Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) any inquiry, proposal or offer that constitutes or could 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 of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company 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 shall provide the Purchaser with copies of all written documents and material correspondence or other material received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly and 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of 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 communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could 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 of its SubsidiariesSubsidiary in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its SubsidiariesSubsidiary, the Company shall immediately 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 shall provide the Purchaser with copies of all written documents and documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly and 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of 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 communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally receives, or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could 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 that is made, or that may reasonably be perceived to the Company or any of its Subsidiariesbe made, in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company 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, 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 written documents and material documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly and 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of 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 communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If after the Company date of this Agreement the Corporation or any of its Subsidiaries or any of their respective Representatives, Representatives receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes constitutes, or could would 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 Corporation or any of its Subsidiaries, including but not limited to information, access, access or disclosure relating to the assets, properties, assets, facilities, books or and records of the Company Corporation or any of its Subsidiaries, the Company Corporation shall immediately promptly notify the PurchaserParent, at first orally, and then promptly (and in any event within 24 twenty four (24) hours or, if first received on a Saturday, within forty-eight (48) hours, following receipt) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material the terms and conditions, conditions thereof and the identity of all Persons the Person making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser Parent with unredacted copies of all written documents documents, substantive correspondence and material correspondence or other material materials received in respect of, from or on behalf of any such Person. . (2) The Company Corporation shall keep the Purchaser promptly and Parent 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser Parent unredacted copies of all material or substantive correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a reasonable description of the material terms of such correspondence and documents sent or communicated to the Company Corporation by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestrequest (or by or on behalf of the Corporation to any such Person).

Notification of Acquisition Proposals. (1) If after the date of this Agreement, the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could 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 of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company shall immediately promptly notify the Purchaser, at first orally, and then promptly then, 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 shall provide the Purchaser with copies of all written documents and material documents, correspondence or other material received in respect of, from or on behalf of any such Person. Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request. (2) The Company shall keep the Purchaser promptly and 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of 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 correspondence, sent or communicated by or to the Company by or on behalf in respect of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If after the date of this Agreement, the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could 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 of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company shall immediately promptly notify the Purchaser, at first orally, and then promptly then, 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 shall provide the Purchaser with copies a copy of all any written documents Acquisition Proposal and material correspondence or such other material received in respect of, from or on behalf details of any such Person. Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request. (2) The Company shall keep the Purchaser promptly and 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms such Acquisition Proposal, inquiry, proposal, offer or request and such other details of any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to as 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 communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or may reasonably request.

Notification of Acquisition Proposals. (1) If after the Company date of this Agreement the Corporation or any of its Subsidiaries or any of their respective Representatives, Representatives receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes constitutes, or could would 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 Corporation or any of its SubsidiariesSubsidiaries in connection with, or reasonably expected to lead to, such an inquiry, proposal or offer, including but not limited to information, access, access or disclosure relating to the assets, properties, assets, facilities, books or and records of the Company Corporation or any of its Subsidiaries, the Company Corporation shall immediately promptly notify the Purchaser, at first orally, and then promptly (and in any event within 24 twenty four (24) hours following receipt) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, conditions thereof and the identity of all Persons the Person making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all written documents documents, substantive correspondence and material correspondence or other material materials received in respect of, from or on behalf of any such Person. . (2) The Company Corporation shall keep the Purchaser promptly and fully informed on a current basis of the status of developments and (to the extent permitted by under Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material or substantive correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a reasonable description of the material terms of such correspondence and documents sent or communicated to the Company Corporation by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could 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 of its SubsidiariesSubsidiary in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its SubsidiariesSubsidiary, the Company shall immediately 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 shall provide the Purchaser with copies of all written documents and documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such PersonPersons. The Company shall keep the Purchaser promptly and fully informed on a current basis of the status of material developments and (to the extent permitted by Section 5.3) negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of 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 communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If after the date of this Agreement, the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could 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 of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company shall immediately promptly notify the Purchaser, at first orally, and then promptly then, 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 shall provide the Purchaser with copies of all written documents and material correspondence or other material received in respect of, from or on behalf a copy of any written Acquisition Proposal and such Person. other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request. (2) The Company shall keep the Purchaser promptly and 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms such Acquisition Proposal, inquiry, proposal, offer or request and such other details of any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to as 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 communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or may reasonably request.

Notification of Acquisition Proposals. (1) If the Company Corporation or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to an Acquisition ProposalProposal or a transaction described in Section 5.1 of the Corporation Disclosure Letter, or any request for copies of, access to, or disclosure of, confidential information relating to the Company Corporation or any of its Subsidiaries, including but not limited to information, access, access or disclosure relating to the properties, assets, facilities, books or and records of the Company Corporation or any of its Subsidiaries, the Company shall immediately Corporation shall: (a) subject to Section 5.2 of the Corporation Disclosure Letter, promptly notify the Purchaser, at first orally, and then promptly and in any event within 24 twenty-four (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 written documents and documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Person. The Company shall ; and (b) keep the Purchaser promptly and fully informed on a current basis of the status of all material developments and (and, to the extent permitted by Section 5.3) , discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of any such Acquisition Proposal, inquiry, proposal, offer or request and shall promptly 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 or substantive terms of such correspondence communicated to the Company Corporation by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If after the date of this Agreement, the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could 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 of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company shall immediately notify the Purchaser, at first orally, and then promptly and and, in any event 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 shall provide the Purchaser with copies of all written documents and material documents, correspondence or other material received in respect of, from or on behalf of any such Person. Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may request. (2) The Company shall keep the Purchaser promptly and 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of 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 correspondence, sent or communicated by or to the Company by or on behalf in respect of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If after the date of this Agreement, the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) otherwise becomes aware of any inquiry, proposal or offer that constitutes or could 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 of its SubsidiariesSubsidiary, including but not limited to information, access, or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its SubsidiariesSubsidiary, the Company (a) shall immediately promptly notify the Purchaser, at first orally, and then promptly then, 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 shall provide the Purchaser with copies of all written documents and material documents, correspondence or other material received in respect of, from or on behalf of any such Person. Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request in writing; and (b) may contact the 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 request is, or would reasonably be expected to lead to, a Superior Proposal. (2) The Company shall keep the Purchaser promptly and fully reasonably 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, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of 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.