Common use of Notification of Unsolicited Acquisition Proposals Clause in Contracts

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board reasonably believes would lead to an Acquisition Proposal, the Company shall provide to Parent 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 in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) 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 promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Reptron Electronics Inc), Agreement and Plan of Merger (Tippingpoint Technologies Inc)

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Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board it reasonably believes would could lead to an Acquisition Proposal, the Company shall provide to 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 Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) 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 promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Paravant Inc), Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (Paravant Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board that could reasonably believes would be expected to lead to an Acquisition Proposal, the Company shall provide to 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 Person or group making any such Acquisition Proposal, request or inquiry and inquiry, a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry and a summary of all material oral conversations with such Person or group in connection with such Acquisition Proposal, request or inquiry. The Upon receipt of an Acquisition Proposal, request or inquiry, the Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) 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 6.3(c)(ii)) and shall promptly provide to Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group, and a summary of all material oral conversations with such Person or group, in each case, in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Castelle \Ca\), Agreement and Plan of Merger (Captaris Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board it reasonably believes would lead to an Acquisition Proposal, the Company shall provide to 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 in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) 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 promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Overture Services Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as reasonably practicable (but and, in no event more than 48 any event, within 24 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board it reasonably believes would could lead to an Acquisition Proposal, the Company Novadigm shall provide to 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 Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company Novadigm shall provide to Parent as promptly as reasonably practicable (but and, in no any event more than 48 hours thereafterwithin 24 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 promptly provide to Parent a copy of all written materials subsequently provided to or by Novadigm in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Novadigm Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board it reasonably believes would lead to an Acquisition Proposal, the Company shall provide to 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 Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) 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 promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Globalive Communications Corp.), Agreement and Plan of Merger (Yak Communications Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board that could reasonably believes would be expected to lead to an Acquisition Proposal, the Company shall provide to 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 Person or group making any such Acquisition Proposal, request or inquiry and inquiry, a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry and a summary of all material oral conversations with such Person or group in connection with such Acquisition Proposal, request or inquiry. The Upon receipt of an Acquisition Proposal, request or inquiry, the Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) practicable, 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 6.3(c)(ii)) and shall promptly provide to Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group, and a summary of all material oral conversations with such Person or group, in each case, in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quantum Corp /De/), Agreement and Plan of Merger (Advanced Digital Information Corp)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board it reasonably believes would could lead to an Acquisition Proposal, the Company shall provide to the 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 Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to the Parent as promptly as practicable (but in no event more than 48 hours thereafter) oral and written notice setting forth all such information as is reasonably necessary to keep the 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 promptly provide to Parent a copy copies of all written any contracts, term sheets, letters of intent or other comparable materials subsequently provided in connection with such providing for the terms of the Acquisition Proposal, request Proposal received from the Person or inquiry group making the Acquisition Proposal (to the extent such nonpublic information has not been previously so furnishedincluding any amendments thereto).

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Management Systems Inc)

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Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board Company reasonably believes would lead to an Acquisition Proposal, the Company shall provide to 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 Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) 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 promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (inquiry. A copy of each such notice pursuant to this Section 5.3(b)(i) shall be sent concurrently to the extent such nonpublic information has stockholders of the Company that are parties to the Voting Agreements that are not been previously so furnished)officers or directors of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vantagemed Corp)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board that it reasonably believes would lead to an Acquisition Proposal, the Company shall provide to 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 Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Upon receipt of an Acquisition Proposal, request or inquiry, the Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) 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 promptly provide to Parent a copy of all written materials subsequently provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tarantella Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board Solar Entities reasonably believes believe would lead to an Acquisition Proposal, the Company shall provide to Parent oral and written Purchaser with notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the person Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent Purchaser as promptly as practicable (but in no event more than 48 hours thereafter) oral and written notice setting forth all such information as is reasonably necessary to keep Parent Purchaser 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 promptly provide to Parent Purchaser a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 1 contract

Samples: Share Exchange Agreement (Trans-India Acquisition Corp)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board Sino-Canada Entities reasonably believes believe would lead to an Acquisition Proposal, the Company shall provide to Parent oral and written Purchaser with notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the person Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent Purchaser as promptly as practicable (but in no event more than 48 hours thereafter) oral and written notice setting forth all such information as is reasonably necessary to keep Parent Purchaser 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 promptly provide to Parent Purchaser a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry.

Appears in 1 contract

Samples: Plan of Reorganization and Share Exchange Agreement (Hartcourt Companies Inc)

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