Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one (1) business day) after receipt of any Acquisition Proposal by the Company or its Representatives or any material modification of or material amendment to any Acquisition Proposal or any request of the Company or its Representatives for nonpublic information or inquiry which could reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Acquiror 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 in connection with such Acquisition Proposal, request or inquiry. Upon receiving such Acquisition Proposal, request or inquiry, the Company shall provide Acquiror as promptly as practicable (but in any event within one (1) business day) oral and written notice setting forth all such information as is reasonably necessary to keep the other party hereto informed in all material respects of the 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 one (1) business day) provide Acquiror a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (ii) The Company shall provide Acquiror with one business (1) 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 (or any committee thereof) is reasonably expected to consider any Acquisition Proposal.
Appears in 4 contracts
Samples: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Ltd.)
Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal, and in any event within one (1) business day) day after receipt of any Acquisition Proposal by the Company or its Representatives or any material modification of or material amendment to any Acquisition Proposal or any request of the Company or its Representatives for nonpublic information or inquiry which could reasonably be expected to lead to an recipient has knowledge that it has received such Acquisition Proposal, request for information or inquiry, NPS or Enzon, as the Company case may be, shall provide Acquiror 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 and electronic materials provided in connection with such Acquisition Proposal, request or inquiry. Upon receiving such The recipient of the Acquisition Proposal, request or inquiry, the Company inquiry shall provide Acquiror as promptly as practicable (but in any event within one (1) business day) oral and written notice setting forth all such information as is reasonably necessary to keep the other party hereto informed in all material respects of the status and details (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry (including any material modifications or amendments thereto, or any proposed modifications or amendments thereto), and shall promptly (but in any event within one (1) business day) provide Acquiror to the other party a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.
(ii) The Company NPS or Enzon, as the case may be, shall provide Acquiror the other party hereto with one business forty-eight (148) hours prior notice (or such lesser prior notice as is provided to the members of its Board board of Directorsdirectors) of any meeting of the its Board board of Directors directors at which its Board board of Directors (or any committee thereof) directors is reasonably expected to consider any Acquisition Proposal.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (NPS Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one forty-eight (148) business dayhours) after receipt of any Acquisition Proposal by the Company Company, its Subsidiaries or its their Representatives or any material modification of or material amendment to the status or terms of any Acquisition Proposal or any request of the Company or its Representatives for nonpublic information or an inquiry which could reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Acquiror Globe 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 and correspondence sent or provided to the Company from any third party in connection with any Acquisition Proposal or sent or provided by the Company to any third party in connection with any Acquisition Proposal to the extent that any such written and electronic material and correspondence describes the material terms and conditions of any such Acquisition Proposal, request or inquiry. Upon receiving such Acquisition Proposal, request or inquiry, the Company shall provide Acquiror Globe as promptly as practicable (but in any event within one forty-eight (148) business dayhours) oral and written notice setting forth all such information as is reasonably necessary to keep the other party hereto Globe informed in all material respects of the status and material details (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within one forty-eight (148) business dayhours) provide Acquiror Globe a copy of all written and electronic materials proposals or indications of interests or drafts of definitive documents subsequently provided in connection with such Acquisition Proposal, request or inquiry and, if oral, a summary of the material terms and conditions of any such Acquisition Proposal request or inquiry.
(ii) The Company shall provide Acquiror with one business (1) 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 (or any committee thereof) is reasonably expected to consider any Acquisition Proposal.
Appears in 1 contract
Samples: Implementation Agreement (SunEdison Semiconductor LTD)