Common use of Notification of Unsolicited Acquisition Proposals Clause in Contracts

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes would lead to an Acquisition Proposal, 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 in connection with such Acquisition Proposal, request or inquiry. The Company shall provide Parent as promptly as practicable 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 Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or 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 Company’s Board of Directors or the Special Committee) of any meeting of the Company’s Board of Directors or the Special Committee at which the Company’s Board of Directors or the Special Committee will consider any Acquisition Proposal.

Appears in 2 contracts

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

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Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes would lead to an Acquisition Proposal, 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 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 Parent as promptly as practicable 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. (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 Company’s its Board of Directors or the Special CommitteeDirectors) of any meeting of the Company’s its Board of Directors or the Special Committee at which the Company’s its Board of Directors or the Special Committee will is reasonably expected to consider any Acquisition Proposal.

Appears in 2 contracts

Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which that it reasonably believes would lead to an Acquisition Proposal, 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 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 Parent as promptly as practicable 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 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. (ii) The Company shall provide Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Company’s its Board of Directors or the Special CommitteeDirectors) of any meeting of the Company’s its Board of Directors or the Special Committee at which the Company’s its Board of Directors or the Special Committee will could reasonably be expected to consider any Acquisition Proposal.

Appears in 1 contract

Samples: Merger Agreement (Tarantella Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which it the Company reasonably believes would lead to an Acquisition Proposal, 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 in connection with such Acquisition Proposal, request or inquiry. The Company shall provide Parent as promptly as practicable 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 Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. A copy of each such notice pursuant to this Section 5.3(b)(i) shall be sent concurrently to the stockholders of the Company that are parties to the Voting Agreements that are not officers or directors of the Company. (ii) The Company shall provide Parent with 48 hours prior written notice (or such lesser prior notice as is provided to the members of the Company’s its Board of Directors or the Special CommitteeDirectors) of any meeting of the Company’s its Board of Directors or the Special Committee at which the Company’s its Board of Directors or the Special Committee will consider any Acquisition Proposal.

Appears in 1 contract

Samples: Merger Agreement (Vantagemed Corp)

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Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes would could lead to an Acquisition Proposal, the Company shall provide 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 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 the Parent as promptly as practicable 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 inquirygroup making the Acquisition Proposal (including any amendments thereto). (ii) The Company shall provide the Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Company’s its Board of Directors or the Special CommitteeDirectors) of any meeting of the Company’s its Board of Directors or the Special Committee at which the Company’s its Board of Directors is reasonably expected to discuss or the Special Committee will consider any Acquisition Proposal.

Appears in 1 contract

Samples: Merger Agreement (American Management Systems Inc)

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