Common use of Notification of Unsolicited Acquisition Proposals Clause in Contracts

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four (24) hours or one business day of (x) the receipt of any Acquisition Proposal (y) any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for product, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four As promptly as practicable (24) hours or but in any event within one business day day) after any of Avanex or Oplink's respective officers, directors or representatives (xincluding any investment banker, attorney or accountant retained by it or any of its subsidiaries) receives or becomes aware of the receipt of any Acquisition Proposal (y) by Avanex or Oplink, as the case may be, or any request for nonpublic information or inquiry (1) from any Person that has informed which Avanex or Oplink, as the Company (either directly or indirectly) that it is considering case may be, reasonably believes could lead to an Acquisition Proposal Proposal, Avanex or (2) under circumstances where it would be reasonably expected that Oplink, as the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productcase may be, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent the other party hereto with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shallrecipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable, keep Parent informed on a current basis practicable (but in any event within one (1) business day) in all material respects of the material developments with respect to status and details (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), ) provide Parent to the other party hereto a copy of all written and electronic materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company Avanex or Oplink, as the case may be, shall provide Parent the other party hereto with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal.

Notification of Unsolicited Acquisition Proposals. As promptly as practicable (iand in any event no later than 24 hours) Within the greater of twenty-four (24) hours or one business day of (x) the after receipt of any Acquisition Proposal (y) or any request for nonpublic non-public information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering could reasonably be expected to lead to an Acquisition Proposal or (2) under circumstances where it would from any Person seeking to have discussions or negotiations with the Company that could be reasonably be expected that to lead to a Acquisition Proposal, the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for product, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of such Acquisition Proposal, request or inquiry, including the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; the identity of the Person or group making any such Acquisition Proposal, request or inquiry inquiry; and a copy of all written materials provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to consider such Acquisition Proposal, request or inquiry or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide non-public information or data to any person, which notice shall be given as promptly as practicable after such meeting (and in any event 24 hours prior to entering into any such discussions or negotiations or providing any non-public information or data to any person). The Company shall keep Parent reasonably informed, on a reasonably prompt basis, of the status and material terms of any such Acquisition Proposal, request or inquiry, including, if applicable, (and in any event within 24 hours) any material amendments or proposed amendments as to price and other material terms thereof. The Company shall, subject to applicable Law, 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 an Acquisition Proposal, request or inquiry.

Notification of Unsolicited Acquisition Proposals. As promptly as practicable (iand in any event no later than 24 hours) Within the greater of twenty-four (24) hours or one business day of (x) the after receipt of any Acquisition Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering would reasonably be expected to lead to an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that from any Person seeking to have discussions or negotiations with the non-public information being requested would be used for purposes of making an Company relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of such Acquisition Proposal, request or inquiry, including: (i) the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; (ii) the identity of the Person or group making any such Acquisition Proposal, request or inquiry inquiry; and (iii) a copy of all written materials provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to consider such Acquisition Proposal, request or inquiry or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any Person, which notice shall be given as promptly as practicable after such meeting (and in any event no later than 24 hours after such determination was reached and 24 hours prior to entering into any discussions or negotiations or providing any nonpublic information or data to any Person). The Company agrees that it shall promptly provide Parent with oral and written notice setting forth all such information as is reasonably necessary to keep Parent currently 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.

Notification of Unsolicited Acquisition Proposals. As promptly as practicable (iand in any event no later than 24 hours) Within the greater of twenty-four (24) hours or one business day of (x) the after receipt of any Acquisition Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering could reasonably be expected to lead to an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that from any Person seeking to have discussions or negotiations with the non-public information being requested would be used for purposes of making an Company relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of such Acquisition Proposal, request or inquiry, including: (i) the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; (ii) the identity of the Person or group making any such Acquisition Proposal, request or inquiry inquiry; and (iii) a copy of all written materials provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directorsthe Company Board) of any meeting of its the Company Board of Directors at which its the Company Board of Directors is reasonably expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Parent, in writing, of any decision of the Company Board pursuant to Section 7.3(c), to consider such Acquisition Proposal., request or inquiry or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any Person, which notice shall be given as promptly as practicable after such meeting (and in any event no later than 24 hours after such determination was reached and 24 hours prior to entering into any discussions or negotiations or providing any nonpublic information or data to any Person). The Company agrees that it shall promptly provide Parent with oral and written notice setting forth all such information as is reasonably necessary to keep Parent currently informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by this Section 7.3(b)) 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, to the extent not previously provided to Parent. Table of Contents

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four (24) No later than 48 hours or one business day of (x) the after receipt of any Acquisition Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering would reasonably be expected to lead to an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that from any Person seeking to have discussions or negotiations with the non-public information being requested would be used for purposes of making an Company relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is could reasonably be expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to consider such Acquisition Proposal, request or inquiry or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any person, which notice shall be given no later than 24 hours after such determination was reached. The Company agrees that it shall promptly provide Parent with oral and written notice setting forth all such information as is reasonably necessary to keep Parent currently informed in all material respects of the status and details (including material amendments or proposed material amendments) 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 that are subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal that either contain material information about the Company or such Person or discuss the material terms and conditions of any Acquisition Proposal, request or inquiry; provided, however, that, in the case of such an Acquisition Proposal in which the consideration payable to the Company’s Stockholders consists primarily of shares of common stock of the Person making such Acquisition Proposal, confidential information related to such Person’s business that is contained in such written materials that is unrelated to such Acquisition Proposal may be redacted.

Notification of Unsolicited Acquisition Proposals. As promptly as practicable (iand in any event no later than 24 hours) Within the greater of twenty-four (24) hours or one business day of (x) the after receipt of any Acquisition Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering would reasonably be expected to lead to an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that from any Person seeking to have discussions or negotiations with the non-public information being requested would be used for purposes of making an Company relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of such Acquisition Proposal, request or inquiry, including the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; the identity of the Person or group making any such Acquisition Proposal, request or inquiry inquiry; and a copy of all written materials provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 24 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is would reasonably be expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to consider such Acquisition Proposal, request or inquiry or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any Person, which notice shall be given as promptly as practicable after such meeting (and in any event no later than 24 hours after such determination was reached and 24 hours prior to entering into any discussions or negotiations or providing any nonpublic information or data to any Person). The Company agrees that it shall promptly provide Parent with oral and written notice setting forth all such information as is reasonably necessary to keep Parent currently informed in all material respects of the status and material terms (including material amendments or proposed material amendments) 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.

Notification of Unsolicited Acquisition Proposals. As promptly as practicable (i) Within the greater of twenty-and in any event no later than twenty four (24) hours or one business day of (xhours) the after receipt of any Acquisition Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering could reasonably be expected to lead to an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that from any Person seeking to have discussions or negotiations with the non-public information being requested would be used for purposes of making an Company relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of such Acquisition Proposal, request or inquiry, including the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials drafts and final versions of transaction documents provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shallshall notify Parent, in writing, of any decision of its Board of Directors to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information to any Person, which notice shall be given as promptly as practicable, practicable after the meeting or action by written consent of the Board of Directors at which such decision is made (and in any event at least twelve (12) hours prior to entering into any discussions or negotiations or providing any nonpublic information to any Person). The Company agrees that it shall promptly (and in any event within twelve (12) hours) (i) provide Parent with oral and written notice setting forth all such information as is reasonably necessary to keep Parent currently informed on a current basis in all material respects of the status and material developments with respect to terms of any such Acquisition Proposal, request or inquiry and shall promptly (but in including any event within the greater of twenty-four (24) hours or one (1) business daynegotiations contemplated by Section 5.3(d)), (ii) provide Parent a copy of all written materials subsequently provided to to, by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. inquiry and (iiiii) The Company shall provide notify Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its determination by the Board of Directors at which its Board of Directors is reasonably expected to consider any the Company that such Acquisition ProposalProposal constitutes a Superior Offer.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four (24) 72 hours or one business day of (x) the after receipt of any Acquisition Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering reasonably believes would lead to an Acquisition Proposal Proposal, HoldCo or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for product, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Proposal, request or inquiry. Upon receipt of an Acquisition Proposal), request or inquiry, the Company shall provide Parent within 48 hours oral and written notice setting forth all such information as is reasonably necessary to keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall within 72 hours provide Parent a description copy of the oral terms Acquisition Proposal, request or inquiry and all written materials subsequently provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is could reasonably be expected to consider any Acquisition Proposal. Parent shall have five business days from receipt of notice of, and all required information regarding, a Superior Offer to match such Superior Offer in writing delivered to Company (it being agreed that, in a case where the Superior Offer includes stock consideration, Parent shall be entitled to match such Offer with the cash equivalent of such stock consideration). If Parent elects to match such Superior Offer, HoldCo and Company shall immediately suspend further dialogue concerning such Superior Offer with the competitive bidder.

Notification of Unsolicited Acquisition Proposals. As promptly as practicable (iand in any event no later than 24 hours) Within the greater of twenty-four (24) hours or one business day of (x) the after receipt of any Acquisition Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering could reasonably be expected to lead to an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that from any Person seeking to have discussions or negotiations with the non-public information being requested would be used for purposes of making an Company relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of such Acquisition Proposal, request or inquiry, including the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; the identity of the Person or group making any such Acquisition Proposal, request or inquiry inquiry; and a copy of all written materials provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is could reasonably be expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Parent, in writing, of any decision of its Board of Directors to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any Person, which notice shall be given as promptly as practicable after such meeting (and in any event no later than 24 hours after such determination was reached and 24 hours prior to entering into any discussions or negotiations or providing any nonpublic information or data to any Person). The Company agrees that it shall promptly provide Parent with oral and written notice setting forth all such information as is reasonably necessary to keep Parent currently informed in all material respects of the status and material terms (including material amendments or proposed material amendments) 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.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four As promptly as practicable (24) hours or but in any event within one business day day) after any of Maxim’s or EpiCept’s respective officers, directors or representatives (xincluding any investment banker, attorney or accountant retained by it or any of its subsidiaries) receives or becomes aware of the receipt of any Acquisition Proposal (y) by Maxim or EpiCept, as the case may be, or any request for nonpublic information or inquiry (1) from any Person that has informed which Maxim or EpiCept, as the Company (either directly or indirectly) that it is considering case may be reasonably believes could lead to an Acquisition Proposal Proposal, Maxim or (2) under circumstances where it would be reasonably expected that EpiCept, as the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productcase may be, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent the other party hereto with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shallrecipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable, keep Parent informed on a current basis practicable (but in any event within one (1) business day) in all material respects of the material developments with respect to status and details (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), ) provide Parent to the other party hereto a copy of all written and electronic materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company Maxim or EpiCept, as the case may be, shall provide Parent the other party with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal.

Notification of Unsolicited Acquisition Proposals. As promptly as practicable (iand in any event no later than two (2) Within the greater of twenty-four (24Business Days) hours or one business day of (x) the after receipt of any Acquisition Proposal (y) Proposal, any request for nonpublic information or inquiry (1) that would reasonably be expected to lead to an Acquisition Proposal, or any other communication from any Person that has informed the seeking to have discussions or negotiations with a Constituent Company (either directly or indirectly) that it is considering an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply the Constituent Company receiving an unsolicited Acquisition Proposal, request or inquiry or other communication is hereinafter referred to requests for productas the “Receiving Constituent Company”), sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Receiving Constituent Company shall provide Parent the other Constituent Companies with oral and written notice of such Acquisition Proposal, request or inquiry or other communication, including: (i) the material terms and conditions of such Acquisition Proposal, request or inquiry, inquiry or other communication; and (ii) the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquirycommunication. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Receiving Constituent Company shall provide Parent the other Constituent Companies with forty-eight two (482) hours Business Days prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal or any such request or inquiry or other communication to consider providing nonpublic information to any such Person. The Receiving Constituent Company shall notify the other Constituent Companies, in writing, of any decision of its Board of Directors as to whether to consider such Acquisition Proposal, request or inquiry or other communication or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any Person, which written notice shall be given as promptly as practicable after such meeting.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four As promptly as practicable (24) hours or but in any event within one business day of (xday) the after receipt of any Acquisition Proposal (y) by Verigy, LTX-Credence or their respective Representatives, or any material modification of or material amendment to any Acquisition Proposal or any request of Verigy, LTX-Credence or their respective Representatives for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering which could reasonably be expected to lead to an Acquisition Proposal Proposal, Verigy or (2) under circumstances where it would be reasonably expected that LTX-Credence, as the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productcase may be, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent the other party with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written and electronic materials provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shallrecipient of such Acquisition Proposal, request or inquiry shall provide the other party hereto as promptly as practicable, practicable (but in any event within one business day) oral and written notice setting forth all such information as is reasonably necessary to keep Parent the other party hereto informed on a current basis in all material respects of the material developments with respect to status and details (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), ) provide Parent the other party hereto a copy of all written and electronic materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company Verigy or LTX-Credence, as the case may be, shall provide Parent the other with forty-eight (48) hours one business day prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater As promptly as practicable after receipt by Company (but in no event more than 24 hours after receipt by Company thereof), and of twenty-four (24) hours its subsidiaries or one business day any of (x) the receipt its Representatives of any Acquisition Proposal (y) or any request for nonpublic information or any expression of interest or inquiry (1) from relating in any Person that has informed the Company (either directly or indirectly) that it is considering an way to any Acquisition Proposal or (2) under circumstances where it which would reasonably be reasonably expected that the non-public information being requested would be used for purposes of making to lead to an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with to Acquiror (A) oral and written notice of the material terms and conditions of such Acquisition Proposal, request request, expression of interest or inquiry, and (B) the identity of the Person person or group making any such Acquisition Proposal, request request, expression of interest or inquiry and inquiry, (C) a copy of all written materials (including written material provided to by e-mail or from the Company other electronic format) provided in connection with such Acquisition Proposal Proposal, request, expression of interest or inquiry, and (other than reverse diligence materials from the Person making the D) a written summary of all material information provided orally in connection with such Acquisition Proposal). In addition, request or inquiry and a description Company shall provide to Acquiror as promptly as practicable (but in no event more than 24 hours after receipt by Company of the oral terms of any such Acquisition Proposal, request request, expression of interest or inquiry. The Company shall, oral and written notice setting forth all such information as promptly as practicable, is reasonably necessary to keep Parent Acquiror informed on a current basis of the material developments with respect to status and details (including amendments or proposed amendments) of any such Acquisition Proposal, request request, expression of interest or inquiry (including any negotiations or discussions pursuant to Section 6.5(c)(ii)) and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent to Acquiror a copy of all written materials (including written material provided by e-mail or other electronic format) subsequently provided by it or to or from the Company it in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) Proposal, request, expression of Section 5.3(c)(i)), request interest or inquiry and a description written summary of the oral terms of all material information provided orally in connection with such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent Acquiror with forty-eight (48) at least 48 hours prior notice (or such lesser prior notice as is provided to the members of its the Company Board of Directorsbut in no event less than 24 hours prior notice) of any meeting of its Board of Directors at which its the Company Board of Directors is reasonably expected to consider any Acquisition Proposal.

Notification of Unsolicited Acquisition Proposals. The Company shall promptly (iwithin 24 hours) Within notify Parent after receipt by the greater Company (or any of twenty-four (24its officers, directors, employees, agents or advisors or other representatives) hours or one business day of (x) the receipt of any Acquisition Competing Transaction Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that which it is considering an Acquisition reasonably believes could be expected to lead to a Competing Transaction Proposal or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for product, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral to Parent, orally and written notice of in writing, the material terms and conditions of any such Acquisition Competing Transaction Proposal, or such request or inquiry, inquiry and the identity of the Person or group person making any such Acquisition Proposalthe same, request or inquiry and a copy of all written materials provided to or from the Company or its Subsidiaries in connection with any such Acquisition Competing Transaction Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep shall notify Parent informed on a current basis (within 24 hours) orally and in writing of any material modifications to the financial or other material developments with respect to terms of such Acquisition Proposal, request Competing Transaction Proposal or inquiry and shall promptly (but in any event provide to Parent, within the greater of twenty-four (24) hours or one (1) business day)same timeframe, provide Parent a copy of all written materials subsequently provided to or from by the Company or any Subsidiary in connection with any such Acquisition Proposal (other than reverse diligence materials from Competing Transaction Proposal. Prior to the Person making Company furnishing information with respect to the Acquisition Proposal and except Company, as described in clauses (x) and (y) of permitted by Section 5.3(c)(i)5.3(a), request to any person making such a Competing Transaction Proposal, the Company shall enter into a confidentiality agreement with such person the terms of which with respect to the protection of confidential information are substantially equivalent to or inquiry and a description more protective of the oral terms of Company than the Confidentiality Agreement (as defined below), provided that all such Acquisition Proposal, request information (to the extent such information has not been provided to Parent) is provided or inquiry. (ii) made available to Parent at such time such information is made available to such person. The Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) a correct and complete copy of any meeting confidentiality agreement entered into pursuant to this paragraph within 24 hours of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposalthe execution thereof.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four (24) hours or one business day of (x) the receipt of any Acquisition Proposal or (y) any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition ProposalProposal and other than any materials previously provided to Parent), request or inquiry and a description of the material oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and other than any materials previously provided to Parent and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the material oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of promptly, following a determination by its Board of Directors at which its Board that an Acquisition Proposal is a Superior Offer, notify Parent of Directors is reasonably expected to consider any Acquisition Proposalsuch determination.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater As promptly as practicable after receipt of twenty-four (24) hours or one business day of any (x) the receipt of any Acquisition Proposal Proposal, (y) any request for nonpublic information or (z) inquiry (1) from any Person that has informed the Company (either directly or indirectlyA) that it is considering could reasonably be expected to lead to an Acquisition Proposal or (2B) under circumstances where it would be reasonably expected that from any Person seeking to have discussions or negotiations with the non-public information being requested would be used for purposes of making an Company relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of such Acquisition Proposal, request or inquiry, including: (i) the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; (ii) the identity of the Person or group making any such Acquisition Proposal, request or inquiry inquiry; and (iii) a copy of all written materials and a written summary of all oral information provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board the Company's board of Directorsdirectors) of any meeting of its Board the Company's board of Directors directors at which its Board the Company's board of Directors is directors could reasonably be expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Parent, in writing, of any decision of the Company's board of directors as to whether to consider such Acquisition Proposal, request or inquiry or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any Person, which notice shall be given as promptly as practicable after such meeting. The Company agrees that it shall promptly provide Parent with oral and written notice setting forth all such information as is reasonably necessary to keep Parent currently 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 6.3(c)) and shall promptly provide Parent a copy of all written materials and a written summary of all oral information subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four (24) hours or one business day of (x) the receipt of any Acquisition Proposal or (y) any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall Table of Contents provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition ProposalProposal and other than any materials previously provided to Parent), request or inquiry and a description of the material oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and other than any materials previously provided to Parent and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the material oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of promptly, following a determination by its Board of Directors at which its Board that an Acquisition Proposal is a Superior Offer, notify Parent of Directors is reasonably expected to consider any Acquisition Proposalsuch determination.

Notification of Unsolicited Acquisition Proposals. As promptly as practicable (iand in any event no later than 24 hours) Within the greater of twenty-four (24) hours or one business day of (x) the after receipt of any Acquisition Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering would reasonably be expected to lead to an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that from any Person seeking to have discussions or negotiations with the non-public information being requested would be used for purposes of making an Company relating to a possible Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral and written notice of such Acquisition Proposal, request or inquiry, including the material terms and conditions of such Acquisition Proposal, request or inquiry, and ; the identity of the Person or group making any such Acquisition Proposal, request or inquiry inquiry; and a copy of all written materials provided to by or from the Company on behalf of such Person or group in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Parent with forty-eight (48) 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Parent, in writing, of any decision of its Board of Directors to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any person, which notice shall be given as promptly as practicable after such meeting (and in any event no later than 24 hours after such determination was reached and 24 hours prior to entering into any discussions or negotiations or providing any nonpublic information or data to any person). The Company agrees that it shall promptly provide Parent with oral and written notice setting forth all such information as is reasonably necessary to keep Parent currently 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.