Common use of Notification to Parent Clause in Contracts

Notification to Parent. The Company Board shall promptly (and in any event within 24 hours) notify Parent if the Company determines to begin providing information or to engage in discussions or negotiations concerning a Takeover Proposal pursuant to Section 5.03(b). The Company shall promptly (and in any event within 24 hours) notify Parent in the event that it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep Parent informed, on a current basis, of the status and terms of any such Takeover Proposal, indication or request, including any amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with at least two (2) Business Days’ prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. At least two (2) Business Days prior to furnishing or making available to any third party any non-public information concerning the Company and any of its Subsidiaries or their respective businesses, present or future performance, financial condition, or results of operations, the Company shall furnish copies of all such non-public information to Parent, to the extent such information has not been previously provided to Parent.

Notification to Parent. The In the event that the Company Board shall promptly takes any of the actions under Section 5.04(a), above, or referred to in clauses (and in any event within 24 hoursi) notify Parent if through (iv) of Section 5.04(b), above, the Company determines to begin providing information or to engage in discussions or negotiations concerning a Takeover Proposal pursuant to Section 5.03(b). The Company shall promptly (and but in any no event within 24 later than 48 hours) notify Parent in writing. The Company shall also notify the Parent promptly (but in no event that later than 48 hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company Opco LLC or any of its their respective Subsidiaries by any third partyparty that informs the Company, Opco LLC or any of their respective Subsidiaries that it is considering making or has made a Takeover Proposal. In such notice, the Company Such notice shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep the Parent fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall promptly provide the Parent with at least two (2) Business Days’ prior notice a list of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. At least two (2) Business Days prior to furnishing or making available to any third party any non-public information concerning the Company and Company’s or any of its Subsidiaries or their respective businessesSubsidiaries' business, present or future performance, financial condition, or results of operations, the Company shall furnish copies of all such non-public information provided to Parentany third party, and, to the extent such information has not been previously provided to Parentthe other party, copies of such information.

Notification to Parent. The Company Board shall promptly not take any of the actions referred to in clauses (and in any event within 24 hoursi) notify Parent if through (v) of Section 6.04(b) unless the Company determines shall have delivered to begin providing information or Parent a prior written notice advising Parent that it intends to engage in discussions or negotiations concerning a Takeover Proposal pursuant to Section 5.03(b)take such action. The Company shall notify Parent promptly (and but in any no event within later than 24 hours) notify Parent in the event that it obtains Knowledge of the after receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and details provide a summary of the material terms and conditions of, any such Takeover Proposal, indication or request, including request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or any proposed financingof its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposal. The Company shall keep Parent reasonably informed, on a current prompt basis, of the status and material terms of any such Takeover Proposal, indication or request, including any amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall promptly provide Parent with at least two (2) Business Days’ prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. At least two (2) Business Days prior to furnishing or making available to any third party any non-public information concerning the Company Company’s and any of its Subsidiaries or their respective businessesSubsidiary’s business, present or future performance, financial condition, or results of operations, the Company shall furnish copies of all such non-public information provided to Parentany third party, and, to the extent such information has not been previously provided to Parent, copies of such information.

Notification to Parent. The Neither the Special Committee nor the Company Board shall promptly take any of the actions referred to in clauses (and in any event within 24 hoursi) notify Parent if through (ii) of Section 5.03(b) unless the Company determines shall have delivered to begin providing information or Parent a prior written notice advising Parent that it intends to engage in discussions or negotiations concerning a Takeover Proposal pursuant to Section 5.03(b)take such action. The Company shall notify Parent promptly (and but in any no event within later than 24 hours) notify Parent in the event that after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep Parent fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with at least two twenty-four (224) Business Days’ hours prior notice of any meeting of the Special Committee or the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Special Committee or the Company Board is reasonably expected to consider any Takeover Proposal. At least two (2) Business Days prior to furnishing or making available to any third party The Company shall promptly provide Parent with a list of any non-public information concerning the Company Company’s and any of its Subsidiaries or their respective businessesSubsidiary’s business, present or future performance, financial condition, or results of operations, the Company shall furnish copies of all such non-public information provided to Parentany third party, and, to the extent such information has not been previously provided to Parent, copies of such information.

Notification to Parent. The Company Board Special Committee shall promptly not take any of the actions referred to in clauses (and in any event within 24 hoursi) notify Parent if through (iv) of Section 6.04(b) unless the Company determines shall have delivered to begin providing information or Parent a prior written notice advising Parent that it intends to engage in discussions or negotiations concerning a Takeover Proposal pursuant to Section 5.03(b)take such action. The Company shall notify Parent promptly (and but in any no event within 24 later than 48 hours) notify Parent in the event that after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Acquisition Proposal, any inquiry that could reasonably be expected to lead to a Takeover an Acquisition Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Acquisition Proposal, indication or request, including any proposed financing. The Company shall keep Parent fully informed, on a current basis, of the status and material terms of any such Takeover Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with at least two (2) Business Days’ 48 hours prior notice of any meeting of the Company Board Special Committee (or such lesser notice as is provided to the members of the Company BoardSpecial Committee) at which the Company Board Special Committee is reasonably expected to consider any Takeover Acquisition Proposal. At least two (2) Business Days prior to furnishing or making available to The Company shall promptly provide Parent with a list of any third party any material non-public information concerning the Company and any of its Subsidiaries or their respective businessesCompany’s business, present or future performance, financial condition, or results of operations, the Company shall furnish copies of all such non-public information provided to Parentany third party, and, to the extent such information has not been previously provided to Parent, copies of such information.

Notification to Parent. The Company Board shall promptly not take any of the actions referred to in clauses (and in any event within 24 hoursi) notify Parent if through (iv) of Section 5.04(d) unless the Company determines shall have delivered to begin providing information or Parent a prior written notice advising Parent that it intends to engage in discussions or negotiations concerning a Takeover Proposal pursuant to Section 5.03(b)take such action. The Company shall notify Parent promptly (and but in any no event within later than 24 hours) notify Parent in the event that after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep Parent fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with at least two (2) Business Days48 hours’ prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. At least two (2) Business Days prior to furnishing or making available to any third party The Company shall promptly provide Parent with a list of any non-public information concerning the Company Company’s and any of its Subsidiaries or their respective businessesSubsidiary’s business, present or future performance, financial condition, or results of operations, the Company shall furnish copies of all such non-public information provided to Parentany third party, and, to the extent such information has not been previously provided to Parent, copies of such information. For the avoidance of doubt, this Section 5.04(e) shall not apply to a Takeover Proposal that relates to any Excluded Party (for so long as such Person or group is an Excluded Party).