Common use of Notification of Unsolicited Acquisition Proposals Clause in Contracts

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one business day) after any of Parent's or the Company's respective Representatives receives or becomes aware of the receipt of any Acquisition Proposal by Parent or the Company, as the case may be, or any request for nonpublic information or inquiry which Parent or the Company, as the case may be reasonably believes could lead to an Acquisition Proposal, Parent or the Company, as the case may be, shall provide 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 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 recipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable (but in any event within one business day) 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 business day) provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (ii) Parent or the Company, as the case may be, shall provide the other party with 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.

Appears in 1 contract

Samples: Merger Agreement (Waverider Communications Inc)

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Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one business day) after any of Parent's or the Company's respective Representatives receives or becomes aware of the receipt of any Acquisition Proposal by Parent LTX, Credence or the Company, as the case may betheir respective Representatives, or any material modification of or material amendment to any Acquisition Proposal or any request of LTX, Credence or their respective Representatives for nonpublic information or inquiry which Parent or the Company, as the case may could reasonably be reasonably believes could expected to lead to an Acquisition Proposal, Parent LTX or the CompanyCredence, as the case may be, shall provide 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. The recipient of the such Acquisition Proposal, request or inquiry shall keep provide the other party hereto informed as promptly as practicable (but in any event within one 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 business day) provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (ii) Parent LTX or the CompanyCredence, as the case may be, shall provide the other party with 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.

Appears in 1 contract

Samples: Merger Agreement (Credence Systems Corp)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one business day) after any of Parent's Parent or the Company's ’s respective Representatives officers or directors receives or becomes aware of the receipt of any Acquisition Proposal by Parent or the CompanyCompany or their respective representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries), as the case may be, or any request for nonpublic information or inquiry which Parent or the Company, as the case may be be, reasonably believes could lead to an Acquisition Proposal, Parent or the Company, as the case may be, shall provide 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 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 recipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable (but in any event within one (1) business day) 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 business day) provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (ii) Parent or the Company, as the case may be, shall provide the other party hereto with 48 hours 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 Proposalapproval of a Change of Recommendation.

Appears in 1 contract

Samples: Merger Agreement (Aclara Biosciences Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one business day) after any of Parent's or the Company's respective Representatives receives or becomes aware of the receipt of any Acquisition Proposal by Parent or the Company, as the case may be, or any request for nonpublic information or inquiry which Parent or the Company, as the case may be it reasonably believes could would lead to an Acquisition Proposal, Parent HP or the CompanyCompaq, as the case may be, shall provide 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 in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry shall provide the other party hereto as promptly as practicable oral and written notice setting forth all such information as is reasonably necessary to keep the other party hereto informed as promptly as practicable (but in any event within one business day) in all material respects of the status and details (including all material 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 the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (ii) Parent HP or the CompanyCompaq, as the case may be, shall provide the other party hereto with 48 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 the its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Compaq Computer Corp)

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Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one business day) after any of Parent's ’s or the Company's ’s respective Representatives receives or becomes aware of the receipt of any Acquisition Proposal by Parent or the Company, as the case may be, or any request for nonpublic information or inquiry which Parent or the Company, as the case may be reasonably believes could lead to an Acquisition Proposal, Parent or the Company, as the case may be, shall provide 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 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 recipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable (but in any event within one business day) 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 business day) provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (ii) Parent or the Company, as the case may be, shall provide the other party with 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.

Appears in 1 contract

Samples: Merger Agreement (Wave Wireless Corp)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one business day) after any of Parent's Parent or the Company's respective Representatives officers or directors receives or becomes aware of the receipt of any Acquisition Proposal by Parent or the CompanyCompany or their respective representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries), as the case may be, or any request for nonpublic information or inquiry which Parent or the Company, as the case may be be, reasonably believes could lead to an Acquisition Proposal, Parent or the Company, as the case may be, shall provide 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 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 recipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable (but in any event within one (1) business day) 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 business day) provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (ii) Parent or the Company, as the case may be, shall provide the other party hereto with 48 hours 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 Proposalapproval of a Change of Recommendation.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virologic Inc)

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