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). (ii) The Company shall provide Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Board) of any meeting at which the Board is reasonably expected to consider any Acquisition Proposal.

Appears in 4 contracts

Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Reptron Electronics Inc), Merger Agreement (3com Corp)

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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 lead to an Acquisition Proposal, Parent or the Company Company, as the case may be, shall provide to 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 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 recipient of such Acquisition Proposal, request or inquiry, shall provide to Parent the other party hereto 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 the other party hereto 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 the other party hereto 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. (ii) The Company Parent or the Company, as the case may be, shall provide Parent the other with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Boardits Board of Directors) of any meeting of its Board of Directors at which the its Board is reasonably expected to of Directors will consider any Acquisition Proposal.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (McData Corp), Merger Agreement, Agreement and Plan of Reorganization (Brocade Communications Systems 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 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. (ii) The Company shall provide Parent with 48 forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Boardits Board of Directors) of any meeting of its Board of Directors at which the its Board of Directors is reasonably expected to discuss or consider any Acquisition Proposal.

Appears in 3 contracts

Samples: Merger Agreement (Paravant Inc), Merger Agreement (Paravant Inc), Merger Agreement (DRS Technologies Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no any event more than 48 hourswithin one business day) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal by Company or its Representatives, or any material modification of or material amendment to any Acquisition Proposal or any request of Company or its Representatives 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 a copy of all written and electronic materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent as promptly as practicable (but in no any event more than 48 hours thereafterwithin one business day) 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 all amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within one business day) provide to Parent a copy of all written and electronic 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. (ii) The Company shall provide Parent with 48 hours one business day prior notice (or such lesser prior notice as is provided to the members of the Boardits Board of Directors) of any meeting of its Board of Directors at which the its Board of Directors is reasonably expected to consider any Acquisition Proposal.

Appears in 3 contracts

Samples: Merger Agreement (Divx Inc), Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/)

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 bona fide inquiry which the Board it reasonably believes would lead to an Acquisition ProposalProposal with respect to itself, Parent or the Company Company, as applicable, shall provide to Parent the other party 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 recipient of the Acquisition Proposal, request or inquiry shall provide to Parent the other party as promptly as practicable (but in no event more than 48 hours thereafter) with oral and written notice setting forth all such information as is reasonably necessary to keep Parent such party 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 the other party 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. (ii) The Company or Parent, as applicable shall provide Parent the other party with 48 forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members Board of the BoardDirectors of such notifying party) of any meeting of Board of Directors of the Company or Parent, as applicable, at which the Board of Directors of the Company or Parent, as applicable, is reasonably expected to consider discuss any Acquisition ProposalProposal with respect to such company.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Palm Inc), Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Handspring 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 reasonably believes would lead to an Acquisition Proposal, the Company shall provide to Parent Cloudtech 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 Cloudtech 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 Cloudtech 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 Cloudtech 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). (ii) The Company shall provide Parent Cloudtech with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Board) of any meeting at which the Board is reasonably expected to consider any Acquisition Proposal.

Appears in 2 contracts

Samples: Merger Agreement (Advanced Products Group Inc), Merger Agreement (Advanced Products Group 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. (ii) The Company shall provide Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Boardits Board of Directors) of any meeting of its Board of Directors at which the its Board is of Directors could reasonably be expected to consider any Acquisition Proposal.

Appears in 2 contracts

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

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no event more than 48 hours36 hours thereafter) 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 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 inquiry, a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry and a written summary of any such Acquisition Proposal, request or inquiry, if it is not in writing. The After receipt of the Acquisition Proposal, request or inquiry, the Company shall continue to 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 material terms (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. (ii) The Company shall provide Parent with at least 48 hours prior notice (or such lesser prior notice as is provided to the members of the Board) of any meeting at which the Board is reasonably expected to consider any Acquisition Proposal.

Appears in 2 contracts

Samples: Merger Agreement (Genentech Inc), Merger Agreement (Tanox 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 that could reasonably believes would be expected to lead to an Acquisition Proposal, the Company shall provide to Parent oral and written 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 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 promptly provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) oral and written notice with notification 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)(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 in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished)inquiry. (ii) The Company shall provide Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Boardits Board of Directors) of any meeting of its Board of Directors at which the its Board is of Directors could reasonably be expected to consider any Acquisition Proposal.

Appears in 2 contracts

Samples: Merger Agreement (Storage Technology Corp), Merger Agreement (Sun Microsystems, 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. (ii) The Company shall provide Parent with 48 hours hours’ prior notice (or such lesser prior notice as is provided to the members of the Boardits Board of Directors) of any meeting of its Board of Directors at which the its Board is of Directors could reasonably be expected to consider any Acquisition Proposal.

Appears in 1 contract

Samples: Merger Agreement (Castelle \Ca\)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in no any event more than 48 hourswithin one business day) 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, Western Multiplex or Proxim, as the Company case may be, shall provide to Parent oral and the other party hereto with 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 recipient of the Acquisition Proposal, request or inquiry shall provide to Parent keep the other party hereto informed 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 all amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and any discussions or negotiations it is having with the party making the Acquisition Proposal, request or inquiry, and shall promptly provide to Parent the other party hereto a copy of all written and electronic 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. (ii) The Company Western Multiplex or Proxim, as the case may be, shall provide Parent the other party hereto with 48 forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Boardits Board of Directors) of any meeting of its Board of Directors at which the its Board of Directors is reasonably expected to consider any Acquisition Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Western Multiplex 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 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. (ii) The Company shall provide Parent with 48 hours hours' prior notice (or such lesser prior notice as is provided to the members of the Boardits Board of Directors) of any meeting of its Board of Directors at which the its Board is of Directors could reasonably be expected to consider any Acquisition Proposal.

Appears in 1 contract

Samples: Merger Agreement (Captaris Inc)

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